SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)

(Amendment No.             )

Innotrac Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45767M109

(CUSIP Number)

Steven L. Wasserman, Chernett Wasserman Yarger Pasternak L.L.C.

1301 East 9^th Street, Suite 3300, Cleveland, OH 44114, (216) 737-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 30, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  x

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 45767M109                                                                                                                                                                Page 2 of 8

1.	Name of Reporting Person, S.S. or I.R.S. Identification No. of above person IPOF Fund
2.	Check the Appropriate Box if a Member of a Group* (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Ohio

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power         2,362,788           8.    Shared Voting Power   9.    Sole Dispositive Power         2,362,788         10.    Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,362,788
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11) 20.6%
14.	Type of Reporting Person* PN

SCHEDULE 13D

Page 3 of 8

CUSIP No. 45767M109

1.	Name of Reporting Person, S.S. or I.R.S. Identification No. of above person David Dadante
2.	Check the Appropriate Box if a Member of a Group* (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power         2,362,788                   9.    Sole Dispositive Power 10.    Shared Dispositive Power         2,362,788                

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,362,788
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11) 20.6%
14.	Type of Reporting Person* IN

CUSIP No. 45767M109 Page 4 of 8

Introduction.

On June 18, 2003, IPOF Fund and David Dadante filed an original Schedule 13G relating to shares of common stock of Innotrac Corporation. Since the filing of the original Schedule 13G, IPOF Fund has acquired more than 20% of the outstanding common stock of Innotrac.

Item 1. Security and Issuer.

This Schedule 13D relates to shares of common stock, par value $0.10 per share, of Innotrac Corporation, a Georgia corporation (“Innotrac”), which has its principal executive offices at 6655 Sugarloaf Parkway, Duluth, Georgia 30097.

Item 2. Identity and Background.

(a) This Schedule 13D is filed by IPOF Fund, an Ohio limited partnership, and David Dadante. Mr. Dadante is the general partner of IPOF Fund.

(b) The business address of IPOF Fund and Mr. Dadante is 25381 Chatworth Drive, Euclid, Ohio 44117.

(c) The principal business of IPOF Fund is investment management. Mr. Dadante’s principal occupation is manager of IPOF Fund.

(d) Negative with respect to IPOF Fund and Mr. Dadante.

(e) Negative with respect to IPOF Fund and Mr. Dadante.

(f) IPOF Fund is an Ohio limited partnership. Mr. Dadante is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The shares of common stock reported herein as having been acquired by IPOF Fund were acquired for the aggregate purchase price of approximately $3,313,170 (excluding commissions) with working capital of IPOF Fund.

Item 4. Purpose of Transaction.

IPOF Fund holds the common stock for investment. Depending on market conditions, developments with respect to Innotrac’s business and other factors, IPOF Fund reserves the right to dispose of or acquire additional stock of Innotrac.

Pursuant to the instructions for items (a) through (j) of Item 4 of Schedule 13D, and other than as described in Item 6, neither IPOF Fund nor Mr. Dadante presently has plans or proposals that relate to or would result in any of the following:

CUSIP No. 45767M109 Page 5 of 8

(i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Innotrac;

(ii) the sale or transfer of a material amount of assets of Innotrac;

(iii) a change in the present board of directors or management of Innotrac;

(iv) a material change in the present capitalization or dividend policy of Innotrac;

(v) a material change in the business or corporate structure of Innotrac;

(vi) a change to the articles of incorporation or bylaws of Innotrac, or an impediment to the acquisition of control of Innotrac, by any person;

(vii) the delisting from the Nasdaq National Market of Innotrac’s common stock;

(viii) a class of equity securities of Innotrac; becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(ix) any action similar to any of those enumerated in (i) through (viii) above.

Each of IPOF Fund and Mr. Dadante reserves the right to modify his plans and proposals described in this Item 4. Further, subject to applicable laws and regulations, IPOF Fund and/or Mr. Dadante may formulate plans and proposals that may result in the occurrence of an event set forth in (i) through (ix) above or in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) According to the most recently available filing with the Securities and Exchange Commission by Innotrac, there are 11,487,580 shares of common stock outstanding.

IPOF Fund beneficially owns 2,362,788 shares of common stock, or 20.6% of the outstanding shares of common stock. As general partner of IPOF Fund, Mr. Dadante may be deemed to beneficially own all shares of common stock held by IPOF Fund.

(b) IPOF Fund has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the shares of common stock owned by it. Mr. Dadante, as general partner of IPOF Fund, has shared power to vote, or to direct the voting of, and shared power to dispose, or to direct the disposition of, the shares of common stock owned by IPOF Fund.

(c) Since the filing of Schedule 13G on June 18, 2003, IPOF Fund has acquired 545,188 shares of common stock in open market transactions as follows:

CUSIP No. 45767M109 Page 6 of 8

Date	Number of Shares	Approximate Per Share Price (Excluding Commissions)
08/05/2003	12,800	$6.45
08/04/2003	23,538	$6.37
08/01/2003	100	$6.47
07/31/2003	25,200	$6.34
07/30/2003	15,200	$6.36
07/29/2003	8,100	$6.39
07/28/2003	53,950	$6.36
07/28/2003	11,800	$6.35
07/25/2003	21,200	$6.35
07/23/2003	1,600	$6.35
07/22/2003	3,000	$6.30
07/22/2003	600	$6.42
07/21/2003	13,100	$6.31
07/17/2003	5,700	$6.18
07/16/2003	3,000	$6.09
07/15/2003	6,700	$6.06
07/14/2003	52,200	$6.12
07/11/2003	15,400	$6.09
07/10/2003	8,875	$5.99
07/09/2003	63,525	$5.94
07/08/2003	40,200	$5.98
07/07/2003	27,000	$5.93
07/02/2003	10,000	$5.91
07/01/2003	39,150	$5.80
06/30/2003	39,250	$5.80
06/27/2003	4,750	$5.50
06/27/2003	30,100	$5.77
06/26/2003	9,150	$5.64

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

In June 2003, IPOF Fund’s ownership exceeded 15% of the outstanding common stock of Innotrac. In July, Innotrac’s counsel notified Mr. Dadante’s counsel that Innotrac has a rights plan, or “poison pill,” that can be triggered by the acquisition of 15% of Innotrac’s stock. IPOF Fund had been unaware of the rights plan, and after learning of its existence, ceased purchasing shares of Innotrac. Subsequently, Innotrac’s board determined that IPOF Fund had exceeded the rights plan’s trigger point inadvertently and that it was unnecessary to trigger the poison pill. In August, Innotrac, IPOF Fund and Mr. Dadante entered into an agreement evidencing this

CUSIP No. 45767M109 Page 7 of 8

determination. In addition, Innotrac amended the rights plan to increase the trigger percentage applicable to IPOF Fund and Mr. Dadante to 25% of Innotrac’s outstanding stock. IPOF Fund and Mr. Dadante have agreed (i) to vote their Innotrac shares in excess of 15% in proportion to the votes cast by all the other Innotrac shareholders, and (ii) not to participate in a proxy contest, seek election to Innotrac’s board or otherwise seek to increase their control of Innotrac without the approval of the board. A copy of the agreement is attached as Exhibit 7.2.

Item 7. Material to be Filed as Exhibits.

7.1 Joint Filing Agreement

7.2 Agreement dated August 14, 2003 by and among Innotrac Corporation, IPOF Fund and David Dadante

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 18, 2003

IPOF FUND
/s/    DAVID DADANTE
By:	David Dadante
Its:	General Partner

/s/    DAVID DADANTE
	DAVID DADANTE

Page 8 of 8

EX-7.1

Exhibit 7.1

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

Date: August 18, 2003

IPOF FUND
	/s/    DAVID DADANTE
By:	David Dadante
Its:	General Partner
	/s/    DAVID DADANTE
	DAVID DADANTE

EX-7.2

Exhibit 7.2

AGREEMENT

This Agreement (the “Agreement”) is entered into as of the 14^th day of August, 2003, by IPOF Fund, LP, an Ohio limited partnership (“IPOF”), David Dadante, an individual resident of Ohio and the general partner of IPOF (“Dadante”, and together with IPOF and any other persons or entities with which he may constitute a “group”, as defined in and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be referred to herein as the “IPOF Group”), and Innotrac Corporation, a Georgia corporation (the “Company”).

WHEREAS, the IPOF Group is currently the beneficial owner of 2,362,788 shares of the Company’s Common Stock, which represents approximately 20.57% of the shares of such class outstanding.

WHEREAS, Mr. Dadante is the general partner of IPOF and holds voting power and dispositive power over any shares of Common Stock beneficially owned by IPOF.

WHEREAS, the Company is a party to that certain Rights Agreement dated as of December 31, 1997 between it and SunTrust Bank, as amended (the “Rights Agreement”), which provides that any person or group which is the beneficial owner of 15% or more of the outstanding Common Stock shall be deemed to be an Acquiring Person (as defined in the Rights Agreement), unless the so-called “inadvertent acquisition” exception in Section 1(a) of the Agreement is applicable.

WHEREAS, the Board of Directors has determined in good faith to amend the Rights Agreement so as to exclude the IPOF Group from the definition of Acquiring Person unless and until the IPOF Group becomes the beneficial owner of more than 25% of the Company’s outstanding Common Stock, as set forth in Amendment No. 2 to the Rights Agreement (“Amendment No. 2”).

WHEREAS, the Company and the IPOF Group desire to establish in this Agreement certain conditions of the IPOF Group’s relationship with the Company.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth in this Agreement, the parties hereby agree as follows:

1. Dadante and IPOF represent and warrant that (1) the first and second recitals of this Agreement are true and correct, (2) the IPOF Group crossed the 15% beneficial ownership threshold under the Rights Agreement inadvertently, and was completely without knowledge of the existence of the Rights Agreement until on or about July 30, 2003, (3) the shares of Common Stock beneficially owned by the IPOF Group are and will be held in the ordinary course of business and are not and will not be held for the purpose of or with the effect

of changing or influencing the control of the Company, and (4) they are aware of the existence of the Rights Agreement and agree to comply with all aspects of the Agreement in the future.

2. Term. The term (the “Term”) of this Agreement shall commence on the date hereof and shall continue until the date on which the IPOF Group beneficially owns less than fifteen percent (15%) of Company’s outstanding Voting Securities. For purposes of this Agreement, the term “Voting Securities” shall mean any securities entitled to vote generally on matters required to be presented for a vote by the shareholders of the Company, or any direct or indirect rights or options to acquire any such securities or any securities convertible or exercisable into or exchangeable for such securities.

3. Voting and Standstill Provisions.

3.01. Restrictions on Voting Securities. For the Term of this Agreement, the IPOF Group agrees that any and all of the Voting Securities beneficially owned by the IPOF Group that represent more than 15% of the Company’s outstanding Voting Securities shall be voted by the IPOF Group in proportion to the vote(s) cast by all of the other shareholders of the Company who beneficially own Voting Securities other than the IPOF Group.

3.02. Restrictions on Certain Actions by the IPOF Group. During the Term, or if earlier through August 6, 2006, the IPOF Group covenants that it will not, and will cause each of its Affiliates and Associates not to, singly or as part of a partnership, limited partnership, syndicate or other group (as those terms are used in Section 13(d)(3) of the Exchange Act), directly or indirectly:

(a) acquire beneficial ownership of more than 25% of the Company’s outstanding shares of Common Stock;

(b) make, or in any way participate in any “solicitation” of “proxies” to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or communicate with or seek to advise or influence any person or entity with respect to the voting of any Voting Securities or become a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company;

(c) form, join or encourage the formation of, any new “person” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any Voting Securities;

(d) deposit any Voting Securities into a voting trust or, other than as set forth in this Agreement, subject any such Voting Securities to any arrangement or agreement with respect to the voting thereof;

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(e) initiate, propose or otherwise solicit shareholders for the approval of one or more shareholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other person to initiate any shareholder proposal;

(f) seek election to or seek to place a representative on the Board of Directors of the Company or, except with the approval of management of the Company, seek the removal of any member of the Board of Directors of the Company;

(g) act to seek or control, disrupt or influence the management, policies, or affairs of the Company; or

(h) instigate or encourage any third party to do any of the foregoing.

4. Transfer Restrictions.

The IPOF Group covenants that it will comply with the conditions of rule 144 promulgated under the Securities Act of 1933, as amended, to the extent and for so long as such provisions are applicable to the IPOF group. Any transfers by members, partners or other such Affiliates or Associates of the IPOF Group of shares received by such persons from the IPOF Group or its Affiliates or Associates as a distribution shall be aggregated for the purposes of calculating such transfer limitations for a period of two years after the date of the distribution.

5. Miscellaneous.

5.01. Enforcement. The IPOF Group, on the one hand, and the Company, on the other, acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically its provisions in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they may be entitled at law or in equity.

5.02. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the transactions contemplated by such parties and may be amended only by an agreement in writing executed by both parties.

5.03. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect. It is declared to be the intention of the parties that they would have executed the remaining provisions without including any that may be declared unenforceable. Notwithstanding the foregoing, in the event Amendment No. 2 to the Rights Agreement is found by a court of competent jurisdiction to be unenforceable and if the Company so requests, the IPOF Group will sell shares of Common Stock such that it owns less than 15% of the total shares of Common

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Stock then outstanding as soon as practicable, but in any event within one year from the date that the Company so requests.

5.04. Headings. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.

5.05. Counterparts. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties, and each such executed counterpart will be an original instrument.

5.06. Notices. All notice, requests, demands and other communications required or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, facsimile transmission or air courier guaranteeing overnight delivery:

(a) if to the Company, to:

Innotrac Corporation

6655 Sugarloaf Parkway

Duluth, Georgia 30097-4916

Attention: Mr. David L. Gamsey

Telephone: (678) 584-4020

Facsimile: (678) 584-8978

with copies to:

David A. Stockton, Esquire

Kilpatrick Stockton LLP

1100 Peachtree Street, Suite 2800

Atlanta, Georgia 30309

Telephone: (404) 815-6444

Facsimile: (404) 541-3402

or to other such person or address as the Company shall furnish to the IPOF Group in writing;

(b) if to the IPOF Group, to

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c/o Mr. David Dadante

25381 Chatworth Drive

Euclid, Ohio 44117

Telephone: (216) 486-0972

with copies to:

Steven L. Wasserman, Esquire

Chernett Wasserman Yarger Pasternak LLC

The Tower at Erieview

1301 East 9^th Street, Suite 3300

Cleveland, Ohio 44114

Telephone: (216) 737-5000

Facsimile: (216) 737-0011

or to other such persons or address as the IPOF Group shall furnish to the Company in writing.

All notices, requests, demands and other communications shall be deemed to have been duly given; at the time of delivery by hand, if personally delivered; five (5) business days after having been deposited in the mail, postage pre-paid, if mailed; when answered back, if telexed; when received acknowledged, if by facsimile; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

5.07. Successors and Assigns. This Agreement shall inure to the benefit of any successor or assign of the Company.

5.08. Governing Law. This Agreement will be governed and construed and enforced in accordance with the laws of the State of Georgia, without giving effect to the conflict of laws principles thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

INNOTRAC CORPORATION
By:	/s/    DAVID GAMSEY
Its:	Vice President
DAVID DADANTE, an individual
	/s/    DAVID DADANTE
	David Dadante

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IPOF FUND, LP
By:	/s/    DAVID DADANTE
	David Dadante, General Partner

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