As filed with the Securities and Exchange Commission on February 13, 2002

                                               Registration No. 333- ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                 INVESTCO, INC.
             (Exact name of registrant as specified in its charter)


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

                         3998 FAU Boulevard, Suite 210
                         Boca Raton, Florida 33431 33431
                        ---------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                                   ----------

                                SERVICE AGREEMENT
                            (Full title of the plan)

                                   -----------

                            Robert Hildreth, Chairman
                                 Investco, Inc.
                          3998 FAU Boulevard, Suite 201
                              Boca Raton, FL 33431
                     (Name and address of agent for service)

                                 (561) 367-0600
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

------------------------- -------------------- ------------------------- ------------------------- -------------------
                                                   PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO      AMOUNT TO BE         OFFERING PRICE PER        AGGREGATE OFFERING         AMOUNT OF
     BE REGISTERED            REGISTERED              SHARE (1)                 PRICE (2)           REGISTRATION FEE
------------------------- -------------------- ------------------------- ------------------------- -------------------

<S>                             <C>                     <C>                     <C>                     <C>
Common Stock, $.001 par         500,000                 $4.80                   $2,400,000              $220.80
         value
------------------------- -------------------- ------------------------- ------------------------- -------------------
</TABLE>

(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457, promulgated under the Securities
         Act of 1933, as amended, and based upon the average of the high and low
         sales price of the Issuer's common stock on February 12, 2002.





<PAGE>


PROSPECTUS


                                 INVESTCO, INC.

                         500,000 SHARES OF COMMON STOCK


         This Prospectus forms a part of a registration statement which
registers an aggregate of 500,000 shares of common stock that are collectively
referred to as the "Shares" of Investco, Inc. ("Investco," the "Company," "we,"
"us," or "our"). The Shares have been issued to Mr. Joseph Lents pursuant to an
agreement dated January 29, 2002. Mr. Lents is sometimes referred to as the
"selling securityholder."

         The selling securityholder may sell all or a portion of the Shares from
time to time in the over-the-counter market, in negotiated transactions,
directly or through brokers or otherwise, and at market prices prevailing at the
time of such sales or at negotiated prices. We will not receive any proceeds
from sales by the selling securityholder.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.

                                  -------------

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                                  -------------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.


                The date of this prospectus is February 13, 2002


<PAGE>


                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:


         o        Annual Report on Form 10-KSB for the year ended December 31,
                  2000, filed on March 28, 2001

         o        Quarterly Report on Form 10-QSB for quarter ended March 31,
                  2001 as filed on May 14, 2001.

         o        Quarterly Report on Form 10-QSB for quarter ended June 30,
                  2001 as filed on August 21, 2001

         o        Current Report on Form 8-K filed on August 31, 2001

         o        Quarterly Report on Form 10-QSB for quarter ended September
                  30, 2001 as filed on November 19, 2001

         o        The description of the Company's common stock contained in our
                  Registration Statement on Form SB-2, filed on July 24, 2001;

         o        Current Report on Form 8-K filed on November 29, 2001;

         o        Current Report on Form 8-K filed on January 30, 2002

                                       2
<PAGE>

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Investco, Inc., 3998 FAU
Boulevard, Suite 210, Boca Raton, Florida 33431.

                      RISKS OF INVESTING IN INVESTCO SHARES


         For the year ended December 31, 2000 and the nine months ended
September 30, 2001, we reported net losses of $4,479,359 and $2,487,766,
respectively. As of September 30, 2001, we had an accumulated deficit of
$9,051,427, and stockholders' deficit of $878,847. Since we have never operated
profitably to date, there can be no assurance that we will operate profitably in
the future and that we will not continue to sustain losses. Continued losses
could materially and adversely affect our business


         We require substantial working capital to build our application service
provider systems, for marketing and promotion, and to fund our general business
operations. In addition, we anticipate that we will regularly need to make
capital expenditures to upgrade and modify our management information system,
including software and hardware, as we grow and the needs of our business
change. We need to raise additional funds to meet our current needs for working
capital. We are actively seeking additional financing, which may be either debt
or equity financing. We cannot be certain that any additional financing will be
available to us when needed and if available, whether it will be on favorable
terms. In addition, if we raise 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 our current shareholders and our
shareholders may experience additional dilution.

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

                                       3
<PAGE>

         Many of the engagements we have begun or plan to undertake involve
projects for financial projects that are critical to the operations of our
clients' businesses and provide benefits to our clients that may be difficult to
quantify. If we fail or are unable to meet a client's expectations in the
performance of our services, our client's operations could be adversely
affected. This could give rise to claims against us or damage our reputation,
adversely affecting our business, operating results and financial condition.

         Potential loan delinquencies and defaults by our customers expose us to
risks of loss and reduced net earnings. During economic slowdowns or recessions,
loan delinquencies, defaults and credit losses generally increase. In addition,
significant declines in market values of assets securing the loans reduce the
protection afforded under the agreements with customers. The limited borrowing
power of our customers also increases the likelihood of delinquencies, defaults
and credit losses on foreclosure.

         Many of our customers have limited access to financing for a variety of
reasons, including insufficient equity value and unfavorable past credit
histories. We are subject to various risks associated with these customers,
including, but not limited to, the risk that customers will not pay carrying
charges resulting in foreclosing the customer's loan and looking to our asset
base for payment.

         The frequency and severity of losses generally increases during
economic downturns or recessions. Because our customers generally do not satisfy
criteria, that traditional lenders rely on in evaluating whether to make loans
to potential borrowers, these borrowers do not qualify for traditional credit
loans. The actual rate of delinquencies, foreclosures and credit losses on these
loans are often higher under adverse economic conditions than those currently
experienced in the industry in general because of the lower credit quality of
the borrower. Any sustained period of increased delinquencies, foreclosures and
losses could hurt our financial condition, results of operations and cash flows.

         In the ordinary course of business, we are subject to claims made by
lenders, borrowers and private investors from, among other things, losses
allegedly incurred as a result of potential breaches of fiduciary obligations
and misrepresentations, errors and omissions of our employees, officers and
agents. Industry participants are frequently named as defendants in litigation
involving alleged violations of federal and state lending laws because of the
nature of the industry and uncertainties with respect to the application of
various laws and regulations. Pending claims and any claims made in the future
may result in legal expenses or liabilities, that could have a material adverse
effect on our financial condition, results of operations and cash flows.

         Our ability to provide collateral for loans depends largely on our
ability to maintain our asset base. If we are unable to maintain the size of our
asset base available to collateralize the loans of our customers, then we will
have to reduce our originations, which would reduce our revenues.

                                       4
<PAGE>

         In the event we change our business plan, Federal banking regulations
are revised, or additional regulations are promulgated, we could then become
subject to governmental regulations as a banking institution. The banking
industry is heavily regulated under both federal and, under certain
circumstances, state law. Federal bank regulatory agencies regulate many aspects
of a bank's operations. These areas include, but are not limited to, the capital
a bank must maintain, the kinds of activities a bank may engage in, the types
and levels of investments a bank may make, the locations of a bank's offices,
how much interest a bank may pay on demand deposits, insurance of a bank's
deposits and the premiums a bank must pay for this insurance and how much cash a
bank must set aside as reserves for its deposits. These regulations are
primarily intended to protect depositors and the Federal Deposit Insurance
Corporation, not the bank's creditors or stockholders. Regulations affecting
banks and financial services businesses are undergoing continuous change, and
the ultimate effect of such changes cannot be predicted. Regulations and laws
may be modified at any time, and new legislation may be enacted in the future
that could adversely affect us.

         Few shares of our common stock trade on the OTC Bulletin Board on any
given day. Therefore, the trading price of our common stock has been, and in the
future is expected to be strongly affected by a number of factors, including:

         o        current and anticipated results of operations;

         o        changes in our business, operations or financial results;

         o        general market and economic conditions; o the number of shares
                  outstanding and freely tradeable; and

         o        the number of market makers in our stock.

The trading price of our common stock can be affected if our stockholders sell
substantial amounts of our common stock, including shares issued upon the
exercise of outstanding options and warrants. If that occurs, the market price
of our common stock is likely to fall.

                               RECENT DEVELOPMENTS

         On December 26, 2001, Investco entered into a Stock Purchase and
Exchange Agreement with First International Finance Corporation (FIFC), a Nevada
corporation. Pursuant to the terms of the Stock Purchase and Exchange Agreement,
FIFC exchanged $15 million of Anglo American Plc Ordinary Shares (Nasdaq: AAUK)
for 1,000,000 shares of Series C Convertible Preferred Stock, $.001 per share of
Investco. The preferred shares are convertible into 7,500,000 shares of common
stock of Investco (750 million pre-split). Investco is authorized to use this
asset as a resource to effect financings to benefit the Company and client
companies.

         FIFC was incorporated in Nevada and authorized to do business in
Florida since 1987. The primary business of FIFC has been consulting services
for domestic and offshore companies in guarantee analysis, claims research and
operations. FIFC consults extensively with companies to develop their business
plans, submission to governmental entities for approval and licensing, and
assisting companies with equity contributions. In addition, FIFC provides
expertise to companies involved in the marine and construction industry
specifically setting up new marine operations, purchase/sale of scrap and
commodities such as sugar, rice tobacco etc. and startup operations. FIFC also
assists investors with management of their assets. FIFC identifies companies
that require an asset infusion for balance sheet enhancement and collateral
guarantee and structures these investments through assets exchanged for secured
or asset supported preferred stock.

                                       5
<PAGE>

         In addition to the voice recognition, Investco will be focusing on
various financial products and services similar to those being offered by FIFC.
Investco anticipates offering balance sheet enhancement, corporate note
guarantees, collateral enhancement and other balance sheet enhancement products.

         On January 7, 2002 Intraco Systems, Inc. legally changed its name to
Investco, Inc.

         On January 29, 2002 Investco declared a one for one hundred (1:100)
reverse stock split of its common stock.

                           FORWARD-LOOKING STATEMENTS

         Certain important factors may affect our actual results and could cause
those results to differ materially from any forward-looking statements made in
this prospectus or that are otherwise made by us or on our 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.

                                SERVICE AGREEMENT

GENERAL

         Investco has only limited liquid capital resources as of the current
time. As a result, we only have a limited number of employees in order to carry
out new strategic directions that Investco wishes to undertake. Consequently, we
expect to retain one or more consultants and interim executives who are working
with us to fill the gaps left by departing employees as well as providing
opportunities for Investco to develop new operations and expand into
geographical areas which hopefully will be beneficial to the Company and its
stockholders.

SERVICE AGREEMENT WITH JOSEPH LENTS

         On January 29, 2002, we entered into a Service Agreement with Joseph
Lents who has agreed to serve as interim chief executive officer of Investco as
the company internally restructures its operations, reorients its business plan
and seeks potential acquisitions. Inasmuch as Mr. Lents has served without
compensation both prior to and since his employment on November 30, 2001, we
have agreed to issue to Mr. Lents 500,000 shares of our common stock for his
past and current prospective services.


FEDERAL INCOME TAX EFFECTS

         The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2001.
It does not purport to be a complete description of the federal income tax
consequences of the issuance, nor does it describe the consequences of state,
local or foreign tax laws that may be applicable.

                                       6
<PAGE>

         In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Shares received by a person who is subject to the short swing profit recovery
rule of Section 16(b) of the Securities Exchange Act of 1934 is considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of the recipient are treated as transferable if and when the recipient can sell,
assign, pledge or otherwise transfer any interest in the Shares to any person.
Inasmuch as the recipient would not be subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 and the
Shares, upon receipt following satisfaction of condition prerequisites to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                         SALES BY SELLING SECURITYHOLDER

         The following table sets forth

         o        the name of the selling securityholder,

         o        the amount of shares of common stock held directly or
                  indirectly,

         o        the maximum amount of shares of common stock to be offered by
                  the selling securityholder,

         o        the amount of common stock to be owned by the selling
                  securityholder following sale of the shares of common stock,
                  and

         o        the percentage of shares of common stock to be owned by the
                  selling securityholders following completion of such offering.

                                       7
<PAGE>
<TABLE>
<CAPTION>

                                                                                                   Percentage
                                                                            Shares to be           to be Owned
Name of Selling                     Number of             Shares to          Owned After             After
Securityholder                    Shares Owned           be Offered           Offering              Offering
--------------                    ------------           ----------         ------------           -----------

<S>                                  <C>                  <C>                   <C>                   <C>
Joseph Lents                         501,856              500,000               1,856                 .02%
</TABLE>

The shares outstanding gives effect to the conversion of the series C Preferred
Stock into 7,500,000 shares of common stock as soon as Investco amends its
Certificate of Incorporation.

                              PLAN OF DISTRIBUTION

         The Shares covered by this prospectus may be distributed from time to
time by the selling securityholder in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholder in connection with sales of securities.

         The selling securityholder may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets", on the over-the-counter Bulletin
                  Board, or on such exchanges or over-the-counter markets on
                  which our shares may be listed from time-to-time, in
                  transactions which may include special offerings, exchange
                  distributions and/or secondary distributions, pursuant to and
                  in accordance with the rules of such exchanges, including
                  sales to underwriters who acquire the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions, including sales through brokers, acting as
                  principal or agent, sales in privately negotiated
                  transactions, or dispositions for value by any selling
                  securityholder to its partners or members, subject to rules
                  relating to sales by affiliates;

         o        through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or

         o        through the writing of options on our shares, whether or not
                  such options are listed on an exchange, or other transactions
                  requiring delivery of our shares, or the delivery of our
                  shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholder
may arrange for other brokers or dealers to participate. The selling
securityholder and others through whom such securities are sold may be
"underwriters" within the meaning of the Securities Act for the securities
offered, and any profits realized or commission received may be considered
underwriting compensation.

                                       8
<PAGE>

         At the time a particular offer of the securities is made by or on
behalf of the selling securityholders, to the extent required, a prospectus is
to deliver. The prospectus will include the number of shares of common stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling securityholder, and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         Sales of securities by us and the selling securityholder or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

         We are authorized to issue 1,000,000, shares of common stock, $.001 par
value per share and 10,000,000 shares of preferred stock, $.001 par value per
share. As of January 31, 2002, there were issued and outstanding, 946,901 shares
of common stock and 2,263,600 shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors, our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Our By-Laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
shareholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.


PREFERRED STOCK


         Our Board of Directors has the authority to issue up to 10,000,000
shares of preferred stock in one or more series. The Board can determine the
number of shares in each series, as well as the voting and other rights of the
series, including the dividend rights and dividend rate, terms of redemption,
conversion rights and liquidation preferences. The Board has the authority to
determine these rights without any further vote or action by the shareholders.

         We have designated 2,500,000 shares of preferred stock as Series A
Convertible Redeemable Preferred Stock, of which 391,500 shares are currently
outstanding. One hundred shares are convertible into one share of our common
stock, subject to adjustment in certain circumstances. Each share of Series A
preferred stock is entitled to receive a cumulative dividend of 7% per annum,
payable quarterly. Each share has a liquidation value of $1.00. We may redeem
the shares at any time for $1.00 per share at our option. Each share of Series A
preferred stock is non-voting, except otherwise required by applicable law.

         We have designated 1,700,000 shares of preferred stock as Series B
Convertible Redeemable Preferred Stock, of which 872,100 shares are currently
outstanding. One hundred shares are convertible into one share of our common

                                       9
<PAGE>

stock, subject to adjustment in certain circumstances. The Series B preferred
stock does not have a specified dividend; instead, each share will be entitled
to receive dividends only if declared by the Board of Directors, in its sole
discretion. Each share has a liquidation value of $1.00, except that the
liquidation value per share for subscriptions exceeding $100,000 is $.997. We
may redeem the shares at any time for the liquidation value at our option. Each
share of Series B preferred stock is non-voting, except as otherwise required by
applicable law.

We have designated 1,000,000 shares of preferred stock as Series C Convertible
Preferred Stock, of which 1,000,000 shares are currently outstanding. Each share
is convertible into 750 shares of our common stock, subject to adjustment in
certain circumstances. Each share of Series C preferred stock does not pay
dividends. Each share has a liquidation value of $15.00. Upon our liquidation,
dissolution or winding up, after payment to creditors, our assets will be
divided proportionately on a per share basis among the holders of our Series C
Convertible Preferred Stock before any distribution may be made with respect to
the Common Stock or holders of any other series of Preferred Stock. The series C
Preferred Stock is subordinate to the rights of the holders of Series A
Convertible Redeemable Preferred Stock and Series B Convertible Redeemable
Preferred Stock. Each share of Series C preferred stock has one vote

TRANSFER AGENT

         The transfer agent and registrar for our common stock is Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016-3572 Telephone
No. (908) 497-2300.

                                     EXPERTS

         The financial statements incorporated by reference in this Prospectus
have been audited by Daszhal, Bolton, Manela Devlin & Co., independent certified
public accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, which report contains an explanatory paragraph
on the Company's authority to continue as a going concern, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Investco may agree to the terms and conditions upon which any director,
officer, employee or agent accepts an office or position and in its By-laws, by
contract or in any other manner may agree to indemnify and protect any director,
officer, employee or agent of Investco, or any person who serves at the request
of Investco as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by the Nevada Revised Statutes (including, without
limitation, the statutes, case law and principles of equity) of the State of
Nevada. If the NRS (including without limitation, the statutes, case law or
principles of equity, as the case may be) of the State of Nevada are amended or
changed to permit or authorize broader rights of indemnification to any of the
persons referred to in the immediately preceding sentence, then Investco shall
be automatically authorized to agree to indemnify such respective persons to the
fullest extent permitted or authorized by such law, as so amended or changed,
without the need for amendment or modification of the Articles of Investco and
without further action by the Directors or stockholders of Investco.

                                       10
<PAGE>

         Without limiting the generality of the foregoing provision of this
item, to the fullest extent permitted or authorized by the NRS as now in effect
and as the same may from time to time hereafter be amended, no director of
Investco shall be personally liable to Investco or to its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of the immediately preceding sentence shall not adversely affect
any right or protection of a director of Investco existing hereunder with
respect to any act or omission occurring prior to or at the time of such repeal
or modification.

         The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.


                                       11
<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:



<PAGE>


         o        Annual Report on Form 10-KSB for the year ended December 31,
                  2000, filed on March 28, 2001

         o        Quarterly Report on Form 10-QSB for quarter ended March 31,
                  2001 as filed on May 14, 2001.

         o        Quarterly Report on Form 10-QSB for quarter ended June 30,
                  2001 as filed on August 21, 2001

         o        Current Report on Form 8-K filed on August 31, 2001

         o        Quarterly Report on Form 10-QSB for quarter ended September
                  30, 2001 as filed on November 19, 2001

         o        The description of the Company's common stock contained in our
                  Registration Statement on Form SB-2, filed on July 24, 2001;

         o        Current Report on Form 8-K filed on November 29, 2001;

         o        Current Report on Form 8-K filed on January 30, 2002

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

                                      II-1
<PAGE>

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Investco, Inc., 3998 FAU
Boulevard, Suite 210, Boca Raton, Florida 33431.

ITEM 4.  Description of Securities
-------  -------------------------

         A description of Investco's securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

ITEM 5.  Interests of Named Experts and Counsel
------   --------------------------------------

         Not Applicable.

ITEM 6.  Indemnification of Directors and Officers
-------  -----------------------------------------

         Investco may agree to the terms and conditions upon which any director,
officer, employee or agent accepts an office or position and in its By-laws, by
contract or in any other manner may agree to indemnify and protect any director,
officer, employee or agent of Investco, or any person who serves at the request
of Investco as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by the Nevada Revised Statutes (including, without
limitation, the statutes, case law and principles of equity) of the State of
Nevada. If the NRS (including without limitation, the statutes, case law or
principles of equity, as the case may be) of the State of Nevada are amended or
changed to permit or authorize broader rights of indemnification to any of the
persons referred to in the immediately preceding sentence, then Investco shall
be automatically authorized to agree to indemnify such respective persons to the
fullest extent permitted or authorized by such law, as so amended or changed,
without the need for amendment or modification of the Articles of Investco and
without further action by the Directors or stockholders of Investco.

         Without limiting the generality of the foregoing provision of this
item, to the fullest extent permitted or authorized by the NRS as now in effect
and as the same may from time to time hereafter be amended, no director of
Investco shall be personally liable to Investco or to its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of the immediately preceding sentence shall not adversely affect
any right or protection of a director of Investco existing hereunder with
respect to any act or omission occurring prior to or at the time of such repeal
or modification.

         The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

                                      II-2
<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

ITEM 7.  Exemption From Registration Claimed
-------  -----------------------------------

         Inasmuch as the recipient of the Shares was knowledgeable and
sophisticated, had access to relevant information pertaining to Investco and had
the ability to fend for himself, the issuance was exempt from registration under
the Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.  Exhibits
-------  --------

10.11    Agreement with Joseph Lents
23.1     Consent of Independent Certified Public Accountant

ITEM 9.  Undertakings


         1. To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement:

                  (a) To include any prospectus required by section 10(a)(3) of
         the Securities Act of 1933;

                  (b) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

                  (c) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be

                                      II-3
<PAGE>

a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against such liabilities (other than the payment by the registrant in the
successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                      II-4
<PAGE>


                                            SIGNATURES

         The Registrant pursuant to the requirements of the Securities Act of
1933, as amended, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, in the
City of Boca Raton, State of Florida, on the 13th day of February, 2001.

                                    INVESTCO, INC.


                                    By: /s/Joseph Lents
                                        -----------------------------------
                                    Name:  Joseph Lents
                                    Title:   Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

         Signature                                     Title                                Date
         ---------                                     -----                                ----


<S>                                            <C>                                      <C>
/s/Joseph Lents                                Chief Executive Officer                   February 13, 2002
-------------------------                      Principal Executive,
Joseph Lents                                   Financial and Accounting
                                               Officer



/s/Robert Hildreth, Jr.                        Chairman of the Board                     February 13, 2002
--------------------------
Robert Hildreth, Jr.



/s/Benjamin W. Krieger                         Director                                  February 13, 2002
----------------------
Benjamin W. Krieger
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "investco-s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 50469}]
{"company-data": {"conformed-name": "INVESTCO INC", "cik": "0001075907", "assigned-sic": "7389", "irs-number": "870381511", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82734", "film-number": "02544881"}, "business-address": {"street1": "3998 FAU BLVD", "street2": "SUITE 210", "city": "BOCA RATON", "state": "FL", "zip": "33431", "phone": "5613670600"}, "mail-address": {"street1": "3998 FAU BLVD", "city": "BOCA RATON", "state": "FL", "zip": "33431"}, "former-company": {"former-conformed-name": "INTRACO SYSTEMS INC", "date-changed": "19990805"}}
As filed with the Securities and Exchange Commission on February 13, 2002

                                               Registration No. 333- ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                 INVESTCO, INC.
             (Exact name of registrant as specified in its charter)

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

                         3998 FAU Boulevard, Suite 210
                         Boca Raton, Florida 33431 33431
                        ---------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                                   ----------

                                SERVICE AGREEMENT
                            (Full title of the plan)

                                   -----------

                            Robert Hildreth, Chairman
                                 Investco, Inc.
                          3998 FAU Boulevard, Suite 201
                              Boca Raton, FL 33431
                     (Name and address of agent for service)

                                 (561) 367-0600
          (Telephone number, including area code, of agent for service)
------------------------- -------------------- ------------------------- ------------------------- -------------------
                                                   PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO      AMOUNT TO BE         OFFERING PRICE PER        AGGREGATE OFFERING         AMOUNT OF
     BE REGISTERED            REGISTERED              SHARE (1)                 PRICE (2)           REGISTRATION FEE
------------------------- -------------------- ------------------------- ------------------------- -------------------
Common Stock, $.001 par         500,000                 $4.80                   $2,400,000              $220.80
         value
------------------------- -------------------- ------------------------- ------------------------- -------------------
(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457, promulgated under the Securities
         Act of 1933, as amended, and based upon the average of the high and low
         sales price of the Issuer's common stock on February 12, 2002.
PROSPECTUS

                                 INVESTCO, INC.

                         500,000 SHARES OF COMMON STOCK

         This Prospectus forms a part of a registration statement which
registers an aggregate of 500,000 shares of common stock that are collectively
referred to as the "Shares" of Investco, Inc. ("Investco," the "Company," "we,"
"us," or "our"). The Shares have been issued to Mr. Joseph Lents pursuant to an
agreement dated January 29, 2002. Mr. Lents is sometimes referred to as the
"selling securityholder."

         The selling securityholder may sell all or a portion of the Shares from
time to time in the over-the-counter market, in negotiated transactions,
directly or through brokers or otherwise, and at market prices prevailing at the
time of such sales or at negotiated prices. We will not receive any proceeds
from sales by the selling securityholder.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.

                                  -------------

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                                  -------------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this prospectus is February 13, 2002
AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

         o        Annual Report on Form 10-KSB for the year ended December 31,
                  2000, filed on March 28, 2001

         o        Quarterly Report on Form 10-QSB for quarter ended March 31,
                  2001 as filed on May 14, 2001.

         o        Quarterly Report on Form 10-QSB for quarter ended June 30,
                  2001 as filed on August 21, 2001

         o        Current Report on Form 8-K filed on August 31, 2001

         o        Quarterly Report on Form 10-QSB for quarter ended September
                  30, 2001 as filed on November 19, 2001

         o        The description of the Company's common stock contained in our
                  Registration Statement on Form SB-2, filed on July 24, 2001;

         o        Current Report on Form 8-K filed on November 29, 2001;

         o        Current Report on Form 8-K filed on January 30, 2002

                                       2
All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Investco, Inc., 3998 FAU
Boulevard, Suite 210, Boca Raton, Florida 33431.

                      RISKS OF INVESTING IN INVESTCO SHARES

         For the year ended December 31, 2000 and the nine months ended
September 30, 2001, we reported net losses of $4,479,359 and $2,487,766,
respectively. As of September 30, 2001, we had an accumulated deficit of
$9,051,427, and stockholders' deficit of $878,847. Since we have never operated
profitably to date, there can be no assurance that we will operate profitably in
the future and that we will not continue to sustain losses. Continued losses
could materially and adversely affect our business

         We require substantial working capital to build our application service
provider systems, for marketing and promotion, and to fund our general business
operations. In addition, we anticipate that we will regularly need to make
capital expenditures to upgrade and modify our management information system,
including software and hardware, as we grow and the needs of our business
change. We need to raise additional funds to meet our current needs for working
capital. We are actively seeking additional financing, which may be either debt
or equity financing. We cannot be certain that any additional financing will be
available to us when needed and if available, whether it will be on favorable
terms. In addition, if we raise 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 our current shareholders and our
shareholders may experience additional dilution.

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

                                       3
Many of the engagements we have begun or plan to undertake involve
projects for financial projects that are critical to the operations of our
clients' businesses and provide benefits to our clients that may be difficult to
quantify. If we fail or are unable to meet a client's expectations in the
performance of our services, our client's operations could be adversely
affected. This could give rise to claims against us or damage our reputation,
adversely affecting our business, operating results and financial condition.

         Potential loan delinquencies and defaults by our customers expose us to
risks of loss and reduced net earnings. During economic slowdowns or recessions,
loan delinquencies, defaults and credit losses generally increase. In addition,
significant declines in market values of assets securing the loans reduce the
protection afforded under the agreements with customers. The limited borrowing
power of our customers also increases the likelihood of delinquencies, defaults
and credit losses on foreclosure.

         Many of our customers have limited access to financing for a variety of
reasons, including insufficient equity value and unfavorable past credit
histories. We are subject to various risks associated with these customers,
including, but not limited to, the risk that customers will not pay carrying
charges resulting in foreclosing the customer's loan and looking to our asset
base for payment.

         The frequency and severity of losses generally increases during
economic downturns or recessions. Because our customers generally do not satisfy
criteria, that traditional lenders rely on in evaluating whether to make loans
to potential borrowers, these borrowers do not qualify for traditional credit
loans. The actual rate of delinquencies, foreclosures and credit losses on these
loans are often higher under adverse economic conditions than those currently
experienced in the industry in general because of the lower credit quality of
the borrower. Any sustained period of increased delinquencies, foreclosures and
losses could hurt our financial condition, results of operations and cash flows.

         In the ordinary course of business, we are subject to claims made by
lenders, borrowers and private investors from, among other things, losses
allegedly incurred as a result of potential breaches of fiduciary obligations
and misrepresentations, errors and omissions of our employees, officers and
agents. Industry participants are frequently named as defendants in litigation
involving alleged violations of federal and state lending laws because of the
nature of the industry and uncertainties with respect to the application of
various laws and regulations. Pending claims and any claims made in the future
may result in legal expenses or liabilities, that could have a material adverse
effect on our financial condition, results of operations and cash flows.

         Our ability to provide collateral for loans depends largely on our
ability to maintain our asset base. If we are unable to maintain the size of our
asset base available to collateralize the loans of our customers, then we will
have to reduce our originations, which would reduce our revenues.

                                       4
In the event we change our business plan, Federal banking regulations
are revised, or additional regulations are promulgated, we could then become
subject to governmental regulations as a banking institution. The banking
industry is heavily regulated under both federal and, under certain
circumstances, state law. Federal bank regulatory agencies regulate many aspects
of a bank's operations. These areas include, but are not limited to, the capital
a bank must maintain, the kinds of activities a bank may engage in, the types
and levels of investments a bank may make, the locations of a bank's offices,
how much interest a bank may pay on demand deposits, insurance of a bank's
deposits and the premiums a bank must pay for this insurance and how much cash a
bank must set aside as reserves for its deposits. These regulations are
primarily intended to protect depositors and the Federal Deposit Insurance
Corporation, not the bank's creditors or stockholders. Regulations affecting
banks and financial services businesses are undergoing continuous change, and
the ultimate effect of such changes cannot be predicted. Regulations and laws
may be modified at any time, and new legislation may be enacted in the future
that could adversely affect us.

         Few shares of our common stock trade on the OTC Bulletin Board on any
given day. Therefore, the trading price of our common stock has been, and in the
future is expected to be strongly affected by a number of factors, including:

         o        current and anticipated results of operations;

         o        changes in our business, operations or financial results;

         o        general market and economic conditions; o the number of shares
                  outstanding and freely tradeable; and

         o        the number of market makers in our stock.

The trading price of our common stock can be affected if our stockholders sell
substantial amounts of our common stock, including shares issued upon the
exercise of outstanding options and warrants. If that occurs, the market price
of our common stock is likely to fall.

                               RECENT DEVELOPMENTS

         On December 26, 2001, Investco entered into a Stock Purchase and
Exchange Agreement with First International Finance Corporation (FIFC), a Nevada
corporation. Pursuant to the terms of the Stock Purchase and Exchange Agreement,
FIFC exchanged $15 million of Anglo American Plc Ordinary Shares (Nasdaq: AAUK)
for 1,000,000 shares of Series C Convertible Preferred Stock, $.001 per share of
Investco. The preferred shares are convertible into 7,500,000 shares of common
stock of Investco (750 million pre-split). Investco is authorized to use this
asset as a resource to effect financings to benefit the Company and client
companies.

         FIFC was incorporated in Nevada and authorized to do business in
Florida since 1987. The primary business of FIFC has been consulting services
for domestic and offshore companies in guarantee analysis, claims research and
operations. FIFC consults extensively with companies to develop their business
plans, submission to governmental entities for approval and licensing, and
assisting companies with equity contributions. In addition, FIFC provides
expertise to companies involved in the marine and construction industry
specifically setting up new marine operations, purchase/sale of scrap and
commodities such as sugar, rice tobacco etc. and startup operations. FIFC also
assists investors with management of their assets. FIFC identifies companies
that require an asset infusion for balance sheet enhancement and collateral
guarantee and structures these investments through assets exchanged for secured
or asset supported preferred stock.

                                       5
In addition to the voice recognition, Investco will be focusing on
various financial products and services similar to those being offered by FIFC.
Investco anticipates offering balance sheet enhancement, corporate note
guarantees, collateral enhancement and other balance sheet enhancement products.

         On January 7, 2002 Intraco Systems, Inc. legally changed its name to
Investco, Inc.

         On January 29, 2002 Investco declared a one for one hundred (1:100)
reverse stock split of its common stock.

                           FORWARD-LOOKING STATEMENTS

         Certain important factors may affect our actual results and could cause
those results to differ materially from any forward-looking statements made in
this prospectus or that are otherwise made by us or on our 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.

                                SERVICE AGREEMENT

GENERAL

         Investco has only limited liquid capital resources as of the current
time. As a result, we only have a limited number of employees in order to carry
out new strategic directions that Investco wishes to undertake. Consequently, we
expect to retain one or more consultants and interim executives who are working
with us to fill the gaps left by departing employees as well as providing
opportunities for Investco to develop new operations and expand into
geographical areas which hopefully will be beneficial to the Company and its
stockholders.

SERVICE AGREEMENT WITH JOSEPH LENTS

         On January 29, 2002, we entered into a Service Agreement with Joseph
Lents who has agreed to serve as interim chief executive officer of Investco as
the company internally restructures its operations, reorients its business plan
and seeks potential acquisitions. Inasmuch as Mr. Lents has served without
compensation both prior to and since his employment on November 30, 2001, we
have agreed to issue to Mr. Lents 500,000 shares of our common stock for his
past and current prospective services.

FEDERAL INCOME TAX EFFECTS

         The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2001.
It does not purport to be a complete description of the federal income tax
consequences of the issuance, nor does it describe the consequences of state,
local or foreign tax laws that may be applicable.

                                       6
In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Shares received by a person who is subject to the short swing profit recovery
rule of Section 16(b) of the Securities Exchange Act of 1934 is considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of the recipient are treated as transferable if and when the recipient can sell,
assign, pledge or otherwise transfer any interest in the Shares to any person.
Inasmuch as the recipient would not be subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 and the
Shares, upon receipt following satisfaction of condition prerequisites to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                         SALES BY SELLING SECURITYHOLDER

         The following table sets forth

         o        the name of the selling securityholder,

         o        the amount of shares of common stock held directly or
                  indirectly,

         o        the maximum amount of shares of common stock to be offered by
                  the selling securityholder,

         o        the amount of common stock to be owned by the selling
                  securityholder following sale of the shares of common stock,
                  and

         o        the percentage of shares of common stock to be owned by the
                  selling securityholders following completion of such offering.

                                       7
Percentage
                                                                            Shares to be           to be Owned
Name of Selling                     Number of             Shares to          Owned After             After
Securityholder                    Shares Owned           be Offered           Offering              Offering
--------------                    ------------           ----------         ------------           -----------
Joseph Lents                         501,856              500,000               1,856                 .02%
The shares outstanding gives effect to the conversion of the series C Preferred
Stock into 7,500,000 shares of common stock as soon as Investco amends its
Certificate of Incorporation.

                              PLAN OF DISTRIBUTION

         The Shares covered by this prospectus may be distributed from time to
time by the selling securityholder in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholder in connection with sales of securities.

         The selling securityholder may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets", on the over-the-counter Bulletin
                  Board, or on such exchanges or over-the-counter markets on
                  which our shares may be listed from time-to-time, in
                  transactions which may include special offerings, exchange
                  distributions and/or secondary distributions, pursuant to and
                  in accordance with the rules of such exchanges, including
                  sales to underwriters who acquire the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions, including sales through brokers, acting as
                  principal or agent, sales in privately negotiated
                  transactions, or dispositions for value by any selling
                  securityholder to its partners or members, subject to rules
                  relating to sales by affiliates;

         o        through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or

         o        through the writing of options on our shares, whether or not
                  such options are listed on an exchange, or other transactions
                  requiring delivery of our shares, or the delivery of our
                  shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholder
may arrange for other brokers or dealers to participate. The selling
securityholder and others through whom such securities are sold may be
"underwriters" within the meaning of the Securities Act for the securities
offered, and any profits realized or commission received may be considered
underwriting compensation.

                                       8
At the time a particular offer of the securities is made by or on
behalf of the selling securityholders, to the extent required, a prospectus is
to deliver. The prospectus will include the number of shares of common stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling securityholder, and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         Sales of securities by us and the selling securityholder or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

         We are authorized to issue 1,000,000, shares of common stock, $.001 par
value per share and 10,000,000 shares of preferred stock, $.001 par value per
share. As of January 31, 2002, there were issued and outstanding, 946,901 shares
of common stock and 2,263,600 shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors, our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Our By-Laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
shareholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.

PREFERRED STOCK

         Our Board of Directors has the authority to issue up to 10,000,000
shares of preferred stock in one or more series. The Board can determine the
number of shares in each series, as well as the voting and other rights of the
series, including the dividend rights and dividend rate, terms of redemption,
conversion rights and liquidation preferences. The Board has the authority to
determine these rights without any further vote or action by the shareholders.

         We have designated 2,500,000 shares of preferred stock as Series A
Convertible Redeemable Preferred Stock, of which 391,500 shares are currently
outstanding. One hundred shares are convertible into one share of our common
stock, subject to adjustment in certain circumstances. Each share of Series A
preferred stock is entitled to receive a cumulative dividend of 7% per annum,
payable quarterly. Each share has a liquidation value of $1.00. We may redeem
the shares at any time for $1.00 per share at our option. Each share of Series A
preferred stock is non-voting, except otherwise required by applicable law.

         We have designated 1,700,000 shares of preferred stock as Series B
Convertible Redeemable Preferred Stock, of which 872,100 shares are currently
outstanding. One hundred shares are convertible into one share of our common

                                       9
stock, subject to adjustment in certain circumstances. The Series B preferred
stock does not have a specified dividend; instead, each share will be entitled
to receive dividends only if declared by the Board of Directors, in its sole
discretion. Each share has a liquidation value of $1.00, except that the
liquidation value per share for subscriptions exceeding $100,000 is $.997. We
may redeem the shares at any time for the liquidation value at our option. Each
share of Series B preferred stock is non-voting, except as otherwise required by
applicable law.

We have designated 1,000,000 shares of preferred stock as Series C Convertible
Preferred Stock, of which 1,000,000 shares are currently outstanding. Each share
is convertible into 750 shares of our common stock, subject to adjustment in
certain circumstances. Each share of Series C preferred stock does not pay
dividends. Each share has a liquidation value of $15.00. Upon our liquidation,
dissolution or winding up, after payment to creditors, our assets will be
divided proportionately on a per share basis among the holders of our Series C
Convertible Preferred Stock before any distribution may be made with respect to
the Common Stock or holders of any other series of Preferred Stock. The series C
Preferred Stock is subordinate to the rights of the holders of Series A
Convertible Redeemable Preferred Stock and Series B Convertible Redeemable
Preferred Stock. Each share of Series C preferred stock has one vote

TRANSFER AGENT

         The transfer agent and registrar for our common stock is Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016-3572 Telephone
No. (908) 497-2300.

                                     EXPERTS

         The financial statements incorporated by reference in this Prospectus
have been audited by Daszhal, Bolton, Manela Devlin & Co., independent certified
public accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, which report contains an explanatory paragraph
on the Company's authority to continue as a going concern, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Investco may agree to the terms and conditions upon which any director,
officer, employee or agent accepts an office or position and in its By-laws, by
contract or in any other manner may agree to indemnify and protect any director,
officer, employee or agent of Investco, or any person who serves at the request
of Investco as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by the Nevada Revised Statutes (including, without
limitation, the statutes, case law and principles of equity) of the State of
Nevada. If the NRS (including without limitation, the statutes, case law or
principles of equity, as the case may be) of the State of Nevada are amended or
changed to permit or authorize broader rights of indemnification to any of the
persons referred to in the immediately preceding sentence, then Investco shall
be automatically authorized to agree to indemnify such respective persons to the
fullest extent permitted or authorized by such law, as so amended or changed,
without the need for amendment or modification of the Articles of Investco and
without further action by the Directors or stockholders of Investco.

                                       10
Without limiting the generality of the foregoing provision of this
item, to the fullest extent permitted or authorized by the NRS as now in effect
and as the same may from time to time hereafter be amended, no director of
Investco shall be personally liable to Investco or to its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of the immediately preceding sentence shall not adversely affect
any right or protection of a director of Investco existing hereunder with
respect to any act or omission occurring prior to or at the time of such repeal
or modification.

         The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

                                       11
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:
o        Annual Report on Form 10-KSB for the year ended December 31,
                  2000, filed on March 28, 2001

         o        Quarterly Report on Form 10-QSB for quarter ended March 31,
                  2001 as filed on May 14, 2001.

         o        Quarterly Report on Form 10-QSB for quarter ended June 30,
                  2001 as filed on August 21, 2001

         o        Current Report on Form 8-K filed on August 31, 2001

         o        Quarterly Report on Form 10-QSB for quarter ended September
                  30, 2001 as filed on November 19, 2001

         o        The description of the Company's common stock contained in our
                  Registration Statement on Form SB-2, filed on July 24, 2001;

         o        Current Report on Form 8-K filed on November 29, 2001;

         o        Current Report on Form 8-K filed on January 30, 2002

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

                                      II-1
We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Investco, Inc., 3998 FAU
Boulevard, Suite 210, Boca Raton, Florida 33431.

ITEM 4.  Description of Securities
-------  -------------------------

         A description of Investco's securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

ITEM 5.  Interests of Named Experts and Counsel
------   --------------------------------------

         Not Applicable.

ITEM 6.  Indemnification of Directors and Officers
-------  -----------------------------------------

         Investco may agree to the terms and conditions upon which any director,
officer, employee or agent accepts an office or position and in its By-laws, by
contract or in any other manner may agree to indemnify and protect any director,
officer, employee or agent of Investco, or any person who serves at the request
of Investco as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by the Nevada Revised Statutes (including, without
limitation, the statutes, case law and principles of equity) of the State of
Nevada. If the NRS (including without limitation, the statutes, case law or
principles of equity, as the case may be) of the State of Nevada are amended or
changed to permit or authorize broader rights of indemnification to any of the
persons referred to in the immediately preceding sentence, then Investco shall
be automatically authorized to agree to indemnify such respective persons to the
fullest extent permitted or authorized by such law, as so amended or changed,
without the need for amendment or modification of the Articles of Investco and
without further action by the Directors or stockholders of Investco.

         Without limiting the generality of the foregoing provision of this
item, to the fullest extent permitted or authorized by the NRS as now in effect
and as the same may from time to time hereafter be amended, no director of
Investco shall be personally liable to Investco or to its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of the immediately preceding sentence shall not adversely affect
any right or protection of a director of Investco existing hereunder with
respect to any act or omission occurring prior to or at the time of such repeal
or modification.

         The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

                                      II-2
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

ITEM 7.  Exemption From Registration Claimed
-------  -----------------------------------

         Inasmuch as the recipient of the Shares was knowledgeable and
sophisticated, had access to relevant information pertaining to Investco and had
the ability to fend for himself, the issuance was exempt from registration under
the Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.  Exhibits
-------  --------

10.11    Agreement with Joseph Lents
23.1     Consent of Independent Certified Public Accountant

ITEM 9.  Undertakings

         1. To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement:

                  (a) To include any prospectus required by section 10(a)(3) of
         the Securities Act of 1933;

                  (b) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

                  (c) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be

                                      II-3
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against such liabilities (other than the payment by the registrant in the
successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

         The Registrant pursuant to the requirements of the Securities Act of
1933, as amended, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, in the
City of Boca Raton, State of Florida, on the 13th day of February, 2001.

                                    INVESTCO, INC.

                                    By: /s/Joseph Lents
                                        -----------------------------------
                                    Name:  Joseph Lents
                                    Title:   Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                     Title                                Date
         ---------                                     -----                                ----
/s/Joseph Lents                                Chief Executive Officer                   February 13, 2002
-------------------------                      Principal Executive,
Joseph Lents                                   Financial and Accounting
                                               Officer

/s/Robert Hildreth, Jr.                        Chairman of the Board                     February 13, 2002
--------------------------
Robert Hildreth, Jr.

/s/Benjamin W. Krieger                         Director                                  February 13, 2002
----------------------
Benjamin W. Krieger