<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                    FORM 10-Q


(Mark One)

  |X|             Quarterlyreport pursuant to Section 13 or 15 (d) of the
                  Securities Exchange Act of 1934 for the quarterly
                  period ended March 31, 2005 or

  |_|             Transition report pursuant to Section 13 or 15 (d) of the
                  Securities Exchange Act of 1934
                  for the transition period from_______________to____________


Commission File Number:    0-26954


                                   CD&L, INC.
             (Exact name of Registrant as specified in its charter)


           DELAWARE                                       22-3350958
(State or other jurisdiction of
incorporation or organization)              (I.R.S. Employer Identification No.)



80 WESLEY STREET                                             07606
SOUTH HACKENSACK, NEW JERSEY                               (Zip Code)
(Address of principal executive offices)

                                 (201) 487-7740
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X    No
                                             ---     ---
         Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes      No X
   ---     ---

         The number of shares of common stock of the Registrant, par value $.001
per share, outstanding as of May 6, 2005 was 9,356,311.

<PAGE>

                                   CD&L, INC.
                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2005

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>

PART I - Financial Information

         ITEM 1 - Financial Statements

              CD&L, Inc. and Subsidiaries
                  Condensed Consolidated Balance Sheets as of March 31, 2005 (unaudited)
                           and December 31, 2004                                                             3
                  Condensed Consolidated Statements of Operations for the Three
                           Months Ended March 31, 2005 and 2004 (unaudited)                                  4
                  Condensed Consolidated Statements of Cash Flows for the Three
                           Months Ended March 31, 2005 and 2004 (unaudited)                                  5
                  Notes to Condensed Consolidated Financial Statements                                       6

         ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
                               of Operations                                                                10

         ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk                                14

         ITEM 4 - Controls and Procedures                                                                   14

PART II - Other Information

         ITEM 6 - Exhibits                                                                                  15

SIGNATURE                                                                                                   16

CERTIFICATIONS                                                                                              17
</TABLE>


                                       2
<PAGE>

                           CD&L, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                      March 31,             December 31,
                                                                         2005                  2004
                                                                   -----------------    ------------------
                                                                     (Unaudited)             (Note 1)
<S>                                                                        <C>                 <C>
                             ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                 $1,548                $617
  Accounts receivable, net                                                  21,054              21,548
  Prepaid expenses and other current assets                                  4,606               4,854
                                                                   -----------------    ------------------
    Total current assets                                                    27,208              27,019

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                    1,523               1,627
GOODWILL, net                                                               11,531              11,531
OTHER INTANGIBLE ASSETS AND DEFERRED FINANCING COSTS, net
                                                                             1,629               1,737
OTHER ASSETS                                                                 1,072                 828
                                                                   -----------------    ------------------
    Total assets                                                           $42,963             $42,742
                                                                   =================    ==================

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term borrowings                                                     $2,497              $4,809
  Current maturities of long-term debt                                         496                 487
  Accounts payable, accrued liabilities and bank overdrafts
                                                                            15,796              13,660
                                                                   -----------------    ------------------
    Total current liabilities                                               18,789              18,956

LONG-TERM DEBT, net of current maturities                                    9,685               9,812
OTHER LONG-TERM LIABILITIES                                                  1,457               1,370
                                                                   -----------------    ------------------
    Total liabilities                                                       29,931              30,138
                                                                   -----------------    ------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Preferred stock, $.001 par value; 2,000,000 shares
   authorized; no shares issued and outstanding                              4,000               4,000
 Common stock, $.001 par value; 30,000,000 shares
   authorized; 9,385,678 shares issued at March 31, 2005 and
   December 31, 2004                                                             9                   9
 Additional paid-in capital                                                 14,320              14,320
 Treasury stock, 29,367 shares at cost                                        (162)               (162)
 Accumulated deficit                                                        (5,135)             (5,563)
                                                                   -----------------    ------------------
    Total stockholders' equity                                              13,032              12,604
                                                                   -----------------    ------------------
    Total liabilities and stockholders' equity                             $42,963             $42,742
                                                                   =================    ==================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               For the Three Months Ended
                                                                                        March 31,
                                                                           -----------------------------------
                                                                                2005                2004
                                                                           ----------------    ---------------
<S>                                                                           <C>                 <C>
Revenue                                                                       $52,355             $46,482

Cost of revenue                                                                42,046              37,884
                                                                           ----------------    ---------------

  Gross profit                                                                 10,309               8,598
                                                                           ----------------    ---------------

Costs and Expenses:

Selling, general, and administrative expenses                                   8,880               7,535
Depreciation and amortization                                                     274                 221
Other income, net                                                                  (1)                (11)
Interest expense                                                                  391                 571
                                                                           ----------------    ---------------

  Total Costs and Expenses                                                      9,544               8,316
                                                                           ----------------    ---------------

Income before provision for income taxes                                          765                 282

Provision for income taxes                                                        337                 113

                                                                           ----------------    ---------------
  Net income                                                                     $428                $169
                                                                           ================    ===============

Net income per share:
  Basic                                                                          $.05                $.02
                                                                           ================    ===============
  Diluted                                                                        $.03                $.02
                                                                           ================    ===============

Basic weighted average common shares outstanding                                9,356               7,659
                                                                           ================    ===============

Diluted weighted average common shares outstanding                             20,253               8,238
                                                                           ================    ===============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                For the Three Months Ended
                                                                                         March 31,
                                                                              --------------------------------
                                                                                  2005              2004
                                                                              --------------    --------------
<S>                                                                                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                           $428              $169
Adjustments to reconcile net income to net cash provided by operating
    activities -
    Gain on disposal of equipment and leasehold improvements                            -                (2)
    Depreciation, amortization and deferred financing amortization                    301               274
    Changes in operating assets and liabilities
      (Increase) decrease in -
        Accounts receivable, net                                                      494                48
        Prepaid expenses and other current assets                                     248             1,128
        Other assets                                                                 (244)             (277)
      Increase (decrease) in -
        Accounts payable and accrued liabilities                                    2,136               589
        Other long-term liabilities                                                    87                (7)
                                                                              --------------    --------------
          Net cash provided by operating activities                                 3,450             1,922
                                                                              --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment and leasehold improvements                           17                 3
  Additions to equipment and leasehold improvements                                  (106)              (25)
                                                                              --------------    --------------
          Net cash used in investing activities                                       (89)              (22)
                                                                              --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of short-term borrowings                                              (2,312)           (1,968)
  Repayments of long-term debt                                                       (118)             (932)
                                                                              --------------    --------------
          Net cash used in financing activities                                    (2,430)           (2,900)
                                                                              --------------    --------------

          Net increase (decrease) in cash and cash equivalents                        931            (1,000)

CASH AND CASH EQUIVALENTS, beginning of period                                        617             1,697
                                                                              --------------    --------------

CASH AND CASH EQUIVALENTS, end of period                                           $1,548              $697
                                                                              ==============    ==============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

                           CD&L, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)      BASIS OF PRESENTATION:

         The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements. The
         condensed consolidated balance sheet at December 31, 2004 has been
         derived from the audited financial statements at that date. In the
         opinion of management, all adjustments (consisting of normal recurring
         adjustments) considered necessary for a fair presentation have been
         included. Operating results for the three months ended March 31, 2005
         are not necessarily indicative of the results that may be expected for
         any other interim period or for the year ending December 31, 2005. For
         further information, refer to the consolidated financial statements and
         footnotes thereto included in the CD&L, Inc. (the "Company" or "CD&L")
         Form 10-K for the year ended December 31, 2004.


(2)      STOCK-BASED COMPENSATION

         In December 2002, Statement of Financial Accounting Standards ("SFAS")
         No. 148, "Accounting for Stock-Based Compensation-Transition and
         Disclosure" ("SFAS 148") was issued and became effective in 2002. This
         Statement amends SFAS No. 123 "Accounting for Stock-Based
         Compensation," ("SFAS 123") to provide alternative methods of
         transition for an entity that voluntarily changes to the fair value
         method of accounting for stock-based compensation. The Company has
         elected to continue to recognize stock-based compensation using the
         intrinsic value method and has incorporated the additional disclosure
         requirements of SFAS 148.

         The Company applies Accounting Principles Board Opinion No. 25,
         "Accounting for Stock Issued to Employees" and related interpretations
         in accounting for its stock option plans. The Company's stock options
         have all been issued with their exercise price at market value at the
         date of grant. Accordingly, no compensation expense has been recognized
         for its stock-based compensation plans. Pro forma information regarding
         net income and net income per share is required under the provisions of
         SFAS No. 123, and has been determined as if the Company had accounted
         for its stock options under the fair value method. The Company will be
         adopting SFAS No. 123(R), "Share-Based Payment" ("SFAS 123(R)") during
         the first quarter of 2006. At that time, compensation expense related
         to the Company's stock-based employee compensation plans will be
         recorded over the service period in the financial statements, as
         required by SFAS 123(R).

         The fair value for these options was estimated at the date of grant
         using the Black-Scholes option-pricing model with the following
         assumptions for the three months ended March 31, 2005 and 2004.

                                                  For the Three Months Ended
                                                          March 31,
                                                 -----------------------------
                                                    2005              2004
                                                 ------------     ------------

         Risk-free interest rate                    3.10%             4.00%
         Volatility factor                            56%               82%
         Expected life                            7 years           7 years
         Dividend yield                              None              None


                                       6
<PAGE>

         The pro forma information regarding net income and net income per share
         is as follows (in thousands, except per share data)-

                                                  For the Three Months Ended
                                                           March 31,
                                                 -------------------------------
                                                     2005              2004
                                                 ---------------    ------------

         Net income, as reported                      $428              $169
         Stock-based employee compensation
           expense determined under fair value
           based method for all awards, net of
           related tax effects
                                                      (119)               (4)
                                                 ---------------    ------------
         Pro forma net income                         $309              $165
                                                 ===============    ============

         Net income per share:
            Basic, as reported                         $.05             $.02
            Diluted, as reported                       $.03             $.02
            Basic, pro forma                           $.03             $.02
            Diluted, pro forma                         $.02             $.02


(3)      SHORT-TERM BORROWINGS:

         At March 31, 2005, short-term borrowings totaled $2,497,000 consisting
         of a line of credit balance of $2,342,000 and $155,000 of outstanding
         borrowings related to the insurance financing arrangements discussed
         below. At March 31, 2004, short-term borrowings totaled $3,799,000
         consisting of a line of credit balance of $3,543,000 and $256,000 of
         outstanding borrowings related to the insurance financing arrangements
         entered into in 2003.

         As of June 27, 2002, CD&L and Summit Business Capital Corporation,
         doing business as Fleet Capital - Business Finance Division ("Summit"),
         entered into an agreement establishing a revolving credit facility (the
         "Fleet Facility") of $15,000,000. The Fleet Facility expires on June
         27, 2005 and provides CD&L with standby letters of credit, prime rate
         based loans at the bank's prime rate, as defined, plus 25 basis points
         (6.00% at March 31, 2005) and LIBOR based loans at the bank's LIBOR, as
         defined, plus 225 basis points (4.85% at March 31, 2005). The Company
         expects that it will negotiate an extension or replacement of the Fleet
         Facility on terms at least as favorable as the current terms, before
         the June 2005 expiration date. Credit availability is based on eligible
         amounts of accounts receivable, as defined, up to a maximum amount of
         $15,000,000 and is collateralized by substantially all of the assets,
         including certain cash balances, accounts receivable, equipment,
         leasehold improvements and general intangibles of the Company and its
         subsidiaries. As of March 31, 2005, outstanding borrowings were
         $2,342,000 and the maximum borrowings outstanding under the Fleet
         Facility during the year were $4,786,000. As of March 31, 2005, the
         Company had total cash on hand and borrowing availability of $7,416,000
         under the Fleet Facility, after adjusting for restrictions related to
         outstanding standby letters of credit of $5,748,000 and minimum
         availability requirements.

         Under the terms of the Fleet Facility, the Company is required to
         maintain certain financial ratios and comply with other financial
         conditions. The Fleet Facility also prohibits the Company from
         incurring certain additional indebtedness, limits certain investments,
         advances or loans and restricts substantial asset sales, capital
         expenditures and cash dividends. The Company was in compliance with its
         debt covenants, as amended, as of March 31, 2005.


                                       7
<PAGE>

         Insurance Financing Agreements -
         In connection with the renewal of certain of the Company's insurance
         policies, CD&L entered into an agreement to finance annual insurance
         premiums. A total of $1,382,000 was financed through this arrangement
         as of March 31, 2005. Monthly payments, including interest, amount to
         $156,000. The interest rate is 3.2% and the note matures in April 2005.
         The related annual insurance premiums were paid to the various
         insurance companies at the beginning of each policy year. The
         outstanding debt of $155,000 at March 31, 2005 is included in
         short-term borrowings. The corresponding prepaid insurance has been
         recorded in prepaid expenses and other current assets.


 (4)     LONG-TERM DEBT:

         On January 29, 1999, the Company completed a $15,000,000 private
         placement of senior subordinated notes (the "Senior Notes") and
         warrants with three financial institutions. The Senior Notes originally
         bore interest at 12.0% per annum and are subordinate to all senior debt
         including the Company's Fleet Facility. For a description of the Fleet
         Facility, see "Liquidity and Capital Resources". Under the terms of the
         Senior Notes, as amended, the Company was required to maintain certain
         financial ratios and comply with other financial conditions contained
         in the Senior Notes agreement.

         At March 31, 2004, the Company owed $11,000,000 on the Senior Notes. On
         April 14, 2004, an agreement was reached among the Company, BNP Paribas
         ("Paribas"), Exeter Venture Lenders, L.P. ("Exeter Venture"), and
         Exeter Capital Partners IV, L.P. ("Exeter Capital") and together with
         Exeter Venture and Paribas (the "Original Note holders") and certain
         members of CD&L management and others (the "Investors") as to the
         financial restructuring of the Senior Notes. The Original Note holders
         agreed to convert a portion of the existing debt due from CD&L into
         equity and to modify the terms of the Senior Notes if the Investors
         purchased a portion of the note and accepted similar modifications. The
         nature of the restructuring is as follows:

         (a) The Original Note holders exchanged Senior Notes in the aggregate
             principal amount of $4,000,000 for shares of the Series A
             Convertible Redeemable Preferred Stock of the Company, par value
             $.001 per share ("Preferred Stock"), with a liquidation preference
             of $4,000,000. The Preferred Stock is convertible into 3,937,008
             shares of Common Stock, does not pay dividends (unless dividends
             are declared and paid on the Common Stock) and is redeemable by the
             Company for the liquidation value. The conversion price is $1.016
             per share which was equal to the average closing price for the
             Company's common stock for the 5 days prior to the closing. Holders
             of the Preferred Stock have the right to elect two directors.

         (b) The Original Note holders and the Company amended the terms of the
             $7,000,000 balance of the Senior Notes, and then exchanged the
             amended notes for the new notes, which consist of two series of
             convertible notes, the Series A Convertible Subordinated Notes (the
             "Series A Convertible Notes") in the principal amount of $3,000,000
             and the Series B Convertible Subordinated Notes ("Series B
             Convertible Notes") in the principal amount of $4,000,000
             (collectively, the "Convertible Notes"). The loan agreement that
             governed the Senior Notes was amended and restated to reflect the
             terms of the substituted Series A Convertible Notes and the Series
             B Convertible Notes, including the elimination of most financial
             covenants. The principal amount of the Convertible Notes is due in
             a balloon payment at the maturity date of April 14, 2011. The
             Convertible Notes bear interest at a rate of 9% for the first two
             years of the term, 10.5% for the next two years and 12% for the
             final three years of the term and will be paid quarterly. The terms
             of the two series of Convertible Notes are identical except for the
             conversion price ($1.016 for the Series A Convertible Notes, the
             average closing price for the Company's common stock for the 5 days
             prior to the closing and $2.032 for the Series B Convertible
             Notes).

         (c) The Investors purchased the Series A Convertible Notes from the
             Original Note holders for a price of $3,000,000.


                                       8
<PAGE>

         (d) The Company issued an additional $1,000,000 of Series A Convertible
             Notes to the Investors for an additional payment of $1,000,000, the
             proceeds of which were used to reduce short-term debt.

         (e) The Investors, the Original Note holders and the Company entered
             into a Registration Rights Agreement pursuant to which the shares
             of the Company's common stock issuable upon conversion of the
             Preferred Stock and the Convertible Notes may be registered for
             resale with the Securities and Exchange Commission (the "SEC").

         The Company cannot be compelled to redeem the Preferred Stock for cash
         at any time. As the interest on the Convertible Notes increases over
         the term of the Convertible Notes, the Company records the associated
         interest expense on a straight-line basis, giving rise to accrued
         interest over the early term of the Convertible Notes.

         As a result of the debt restructuring described above, the Company has
         taken a charge of $628,000 recorded in other expense in the second
         quarter of 2004, representing the unamortized balance of the original
         issue discount and deferred financing costs related to the original
         private placement of the Senior Notes.

                  Costs incurred relative to the aforementioned transactions
         amounted to approximately $592,000. Of this amount, $420,000 has been
         accounted for as deferred financing costs and is being amortized over
         the term of the new financing agreements. The remaining $172,000 has
         been accounted for as a reduction in paid-in capital. These amounts
         have been allocated based on the proportion of debt to equity raised in
         the aforementioned transactions.

         Long-term debt consists of the following (in thousands)   -

<TABLE>
<CAPTION>
                                                                MARCH 31,          DECEMBER 31,
                                                                   2005                2004
                                                            ------------------   -----------------
<S>                                                                  <C>                 <C>
Series A Convertible Subordinated Notes                               4,000               4,000
Series B Convertible Subordinated Notes                               4,000               4,000
Capital lease obligations due through July 2007 with
    interest at rates ranging from 8.0% to 11.5% and
    collateralized by the related property.                               4                   5
Seller-financed debt on acquisitions, payable in monthly
    installments through May 2009.  Interest is payable at
    rates ranging between 7.0% and 9.0%.

                                                                      2,177               2,294
                                                            ------------------   -----------------

                                                                     10,181              10,299


Less - Current maturities                                              (496)               (487)
                                                            ------------------   -----------------

                                                                     $9,685              $9,812
                                                            ==================   =================
</TABLE>



(5)      LITIGATION:

         The Company is, from time to time, a party to litigation arising in the
         normal course of its business, including claims for uninsured personal
         injury and property damage incurred in connection with its same-day
         delivery operations. In connection therewith, the Company has recorded
         reserves of $774,000 as of March 31, 2005 and December 31, 2004.

         Also from time to time, federal and state authorities have sought to
         assert that independent contractors in the transportation industry,
         including those utilized by CD&L, are employees rather than independent
         contractors. The Company believes that the independent contractors that
         it utilizes are not employees under existing interpretations of federal
         and state laws. However, federal and state authorities have and may
         continue to challenge this position. Further, laws and regulations,
         including tax laws, and the interpretations of those laws and
         regulations, may change.


                                       9
<PAGE>

         Management believes that none of these actions, including the actions
         described above, will have a material adverse effect on the
         consolidated financial position or results of operations of the
         Company.


(6)      NET INCOME PER SHARE:

         Basic net income per share represents net income divided by the
         weighted average shares outstanding. Diluted net income per share
         represents net income divided by the weighted average shares
         outstanding adjusted for the incremental dilution of potentially
         dilutive common shares.

         A reconciliation of weighted average common shares outstanding to
         weighted average common shares outstanding assuming dilution follows
         (in thousands)-

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                 --------------------------------
                                                                     2005               2004
                                                                 -------------      -------------
<S>                                                                    <C>                 <C>
             Basic weighted average common
               shares outstanding                                       9,356              7,659
             Effect of dilutive securities:
                 Stock options and warrants                             1,054                579
                 Convertible preferred stock                            3,937                  -
                 Subordinated convertible debentures                    5,906                  -
                                                                 -------------      -------------
             Diluted weighted average common
               Shares outstanding                                      20,253              8,238
                                                                 =============      =============
</TABLE>

         The following potentially dilutive common shares were excluded from the
         computation of diluted net income per share because the exercise or
         conversion price was greater than the average market price of common
         shares (in thousands):

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                ---------------------------------
                                                                     2005              2004
                                                                ---------------    --------------
<S>                                                                    <C>               <C>
             Stock options and warrants                                1,135             1,763
             Seller-financed convertible notes                           185               227
</TABLE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         The Company is provided a "safe harbor" for forward-looking statements
         contained in this report by the Private Securities Litigation Reform
         Act of 1995. The Company may discuss forward-looking information in
         this report such as its expectations for future performance, growth and
         acquisition strategies, liquidity and capital needs and its future
         prospects. Actual results may not necessarily develop as the Company
         anticipates due to many factors including, but not limited to the
         timing of certain transactions, unexpected expenses encountered, the
         effect of economic and market conditions, the impact of competition and
         the factors listed in the Company's 2004 Report on Form 10-K and other
         SEC filings. Because of these and other reasons, the Company's actual
         results may vary materially from management's current expectations.


                                       10
<PAGE>

         OVERVIEW

         The condensed consolidated financial statements of the Company
         including all related notes, which appear elsewhere in this report,
         should be read in conjunction with this discussion of the Company's
         results of operations and its liquidity and capital resources.

         CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The Company's discussion and analysis of financial condition and
         results of operations are based upon the Company's consolidated
         financial statements, which have been prepared in accordance with
         accounting principles generally accepted in the United States of
         America. The preparation of these financial statements requires the
         Company to make estimates and judgments that affect the reported
         amounts of assets, liabilities, revenues and expenses, and related
         disclosure of contingent assets and liabilities. On an ongoing basis,
         the Company evaluates its estimates, including those related to
         accounts receivable, intangible assets, insurance reserves, income
         taxes and contingencies. The Company bases its estimates on historical
         experience and on various other assumptions that are believed to be
         reasonable under the circumstances, the results of which form the basis
         for making judgments about the carrying values of assets and
         liabilities that are not readily apparent from other sources. Actual
         results may differ from these estimates under different assumptions or
         conditions. For a discussion of the Company's critical accounting
         policies, see the Company's Annual Report on Form 10-K for 2004.

         RESULTS OF OPERATIONS

         INCOME AND EXPENSE AS A PERCENTAGE OF REVENUE

<TABLE>
<CAPTION>
                                                                 For the Three Months Ended
                                                                         March 31,
                                                              ---------------------------------
                                                                   2005              2004
                                                              --------------    ---------------
<S>                                                                <C>               <C>
         Revenue                                                   100.0%            100.0%

         Gross profit                                               19.7%             18.5%

         Selling, general and
            administrative expenses                                 17.0%             16.2%

         Depreciation and amortization                               0.5%              0.5%

         Interest expense                                            0.7%              1.2%

         Income before provision for income taxes                    1.5%              0.6%

         Net income                                                  0.8%              0.4%
</TABLE>


         THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
         MARCH 31, 2004

         Revenue for the three months ended March 31, 2005 increased by
         $5,873,000, or 12.6%, to $52,355,000 from $46,482,000 for the three
         months ended March 31, 2004. The increase was due to new customers and
         a higher volume of business from existing customers. The revenue growth
         reflected the Company's ability to focus on its nationwide business
         development program while expanding into new markets with its existing
         customer base.

         Cost of revenue increased by $4,162,000, or 11.0%, to $42,046,000 for
         the three months ended March 31, 2005 from $37,884,000 for the three
         months ended March 31, 2004. Cost of revenue for the three months ended
         March 31, 2005 represented 80.3% of revenues as compared to 81.5% for
         the same period in 2004. The improved margin was due primarily to lower
         new business startup and weather related inefficiencies in the current
         quarter compared to the same period last year. This improvement was
         partially offset by a $178,000 increase in cargo claims expense in the
         current quarter.


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<PAGE>

         Selling, general and administrative expenses ("SG&A") increased by
         $1,345,000, or 17.9%, to $8,880,000 for the three months ended March
         31, 2005 from $7,535,000 for the same period in 2004. Stated as a
         percentage of revenue, SG&A was 17.0% as of March 31, 2005 and 16.2% as
         of March 31, 2004. The increase in SG&A was due primarily to a $711,000
         increase in business development staffing and incentive compensation
         and a $272,000 increase in rent as a result of 8 additional property
         leases in the first quarter of 2005 as compared to the first quarter of
         2004. The increase in SG&A was partially offset by a decrease in
         allowance for doubtful accounts of $106,000.

         Depreciation and amortization was $274,000 as of March 31, 2005 as
         compared to $221,000 for the same period in 2004. This increase
         resulted from the amortization of the First Choice customer list and
         fixed assets that were acquired in March 2004.

         Interest expense decreased by $180,000 to $391,000 for the three months
         ended March 31, 2005 as compared to $571,000 for the same period last
         year. The reduction in interest was due to the debt restructuring on
         April 14, 2004. See Note 4 in Notes to Condensed Consolidated Financial
         Statements.

         As a result of the factors discussed above, income before provision for
         income taxes increased by $483,000 to $765,000 for the three months
         ended March 31, 2005 from $282,000 for the same period last year.

         Provision for income taxes increased by $224,000 to $337,000 for the
         three months ended March 31, 2005 as compared to $113,000 for the same
         period in 2004. This was due to the increase in income before provision
         for income taxes discussed above as well as an increased effective tax
         rate of 44% for the first quarter of 2005 as compared to 40% for the
         first quarter of 2004 as a result of an increase in state income taxes.

         Net income increased by $259,000 to $428,000 for the three months ended
         March 31, 2005 as compared to $169,000 for the same period last year.
         This was due to the factors discussed above.

         LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2004, the Company was indebted to Paribas in the sum of
         $11.0 million pursuant to a subordinated note bearing interest at 12%
         per annum (see Senior Notes in Note 4). On April 14, 2004, an agreement
         was reached between Paribas and the Investors as to the financial
         restructuring of the Senior Notes. Paribas agreed to convert a portion
         of its existing debt due from CD&L into equity and to modify the terms
         of its subordinated note if the investors purchased a portion of the
         note and accepted similar modifications. The loan agreement that
         governed the Senior Notes was amended and restated to reflect the terms
         of the substituted Series A Convertible Notes and the Series B
         Convertible Notes, including the elimination of most financial
         covenants. At March 31, 2005, long-term debt included $4,000,000 of
         Series A Convertible Notes and $4,000,000 of Series B Convertible
         Notes. The principal amount of the Convertible Notes is due in a
         balloon payment at the maturity date of April 14, 2011. The Convertible
         Notes bear interest at a rate of 9% for the first two years of the
         term, 10.5% for the next two years and 12% for the final three years of
         the term.

         The Company's working capital increased by $356,000 from $8,063,000 as
         of December 31, 2004 to $8,419,000 as of March 31, 2005. Cash and cash
         equivalents increased by $931,000 to $1,548,000 as of March 31, 2005.
         Cash of $3,450,000 was provided by operations, while $89,000 was used
         in net investing activities and $2,430,000 was used in net financing
         activities. Capital expenditures amounted to $106,000 and $25,000 for
         the three months ended March 31, 2005 and 2004, respectively.


                                       12
<PAGE>

         As of June 27, 2002, CD&L and Summit entered into an agreement
         establishing the Fleet Facility. The Fleet Facility expires on June 27,
         2005 and provides CD&L with standby letters of credit, prime rate based
         loans at the bank's prime rate, as defined, plus 25 basis points (6.00%
         at March 31, 2005) and LIBOR based loans at the bank's LIBOR, as
         defined, plus 225 basis points (4.84% at March 31, 2005). Credit
         availability is based on eligible amounts of accounts receivable, as
         defined, up to a maximum amount of $15,000,000 and is collateralized by
         substantially all of the assets, including certain cash balances,
         accounts receivable, equipment, leasehold improvements and general
         intangibles of the Company and its subsidiaries. During the three
         months ended March 31, 2005, the maximum borrowings outstanding under
         the Fleet Facility were approximately $4,786,000 and the outstanding
         borrowings as of March 31, 2005 were approximately $2,342,000. As of
         March 31, 2005, the Company had total cash on hand and borrowing
         availability of $7,416,000 under the Fleet Facility, after adjusting
         for restrictions related to outstanding standby letters of credit of
         $5,748,000 and minimum availability requirements.

         Under the terms of the Fleet Facility, the Company is required to
         maintain certain financial ratios and comply with other financial
         conditions. The Fleet Facility also prohibits the Company from
         incurring certain additional indebtedness, limits certain investments,
         advances or loans and restricts substantial asset sales, capital
         expenditures and cash dividends. The Company was in compliance with its
         debt covenants as of March 31, 2005.

         The Company's risk of incurring uninsured losses increased in 2004 as a
         result of increased deductibles retained by the Company in order to
         reduce premiums in conjunction with the renewal of certain insurance
         policies in 2004. There can be no assurances that the Company's risk
         management policies and procedures will minimize future uninsured
         losses or that a material increase in frequency or severity of
         uninsured losses will not occur and adversely impact the Company's
         future consolidated financial results.

         The Company had an accumulated deficit of ($5,135,000) as of March 31,
         2005. On numerous occasions, the Company has had to amend and obtain
         waivers of the terms of its credit facilities and senior debt as a
         result of covenant violations or for other reasons. On April 14, 2004,
         the Company restructured its senior debt and related covenants. The
         restructuring included an agreement among the Company, its lenders and
         certain members of CD&L management and others which improved the
         Company's short-term liquidity and reduced interest expense. The
         restructuring eased the financial covenants to which the Company was
         subject. However, if the Company were to fail to meet such covenants in
         the future, there can be no assurances that the Company's lenders would
         agree to waive any future covenant violations, renegotiate and modify
         the terms of their loans, or further extend the maturity date, should
         it become necessary to do so. Further, there can be no assurances that
         the Company will be able to meet its revenue, cost or income
         projections, upon which the debt covenants are based.

         Management believes that cash flows from operations and its borrowing
         capacity are sufficient to support the Company's operations and general
         business and capital requirements through at least March 31, 2006. Such
         conclusions are predicated upon sufficient cash flows from operations
         and the continued availability of a revolving credit facility. The
         risks associated with cash flows from operations are mitigated by the
         Company's low gross profit margin. Unless extraordinary, decreases in
         revenue should be accompanied by corresponding decreases in costs,
         resulting in minimal impact to liquidity. The risks associated with the
         revolving credit facility are as discussed above.

         INFLATION

         While inflation has not had a material impact on the Company's results
         of operations for the periods presented herein, recent fluctuations in
         fuel prices can and do affect the Company's operating costs.


                                       13
<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to the effect of changing interest rates. At
         March 31, 2005, the Company's debt consisted of approximately
         $10,336,000 of fixed rate debt with a weighted average interest rate of
         8.49% and $2,342,000 of variable rate debt with a weighted average
         interest rate of 5.69%. The variable rate debt consists of borrowings
         of revolving line of credit debt at the bank's prime rate plus 25 basis
         points (6.00% at March 31, 2005). If interest rates on variable rate
         debt were to increase by 57 basis points (one-tenth of the weighted
         average interest rate at March 31, 2005), the net impact to the
         Company's results of operations and cash flows for the three months
         ended March 31, 2005 would be a decrease of income before provision for
         income taxes and cash flows from operating activities of approximately
         $3,000. Maximum borrowings of revolving line of credit debt during the
         three months ended March 31, 2005 were $4,786,000.


ITEM 4 - CONTROLS AND PROCEDURES

         (a) Disclosure controls and procedures. As of the end of the Company's
             most recently completed fiscal quarter (the Company's fourth fiscal
             quarter in the case of an annual report) covered by this report,
             the Company carried out an evaluation, with the participation of
             the Company's management, including the Company's Chief Executive
             Officer and Chief Financial Officer, of the effectiveness of the
             Company's disclosure controls and procedures pursuant to Securities
             Exchange Act Rule 13a-15. Based upon that evaluation, the Company's
             Chief Executive Officer and Chief Financial Officer concluded that
             the Company's disclosure controls and procedures are effective in
             ensuring that information required to be disclosed by the Company
             in the reports that it files or submits under the Securities
             Exchange Act is recorded, processed, summarized and reported,
             within the time periods specified in the SEC rules and forms.

         (b) Changes in internal controls over financial reporting. There have
             been no changes in the Company's internal control over financial
             reporting that occurred during the Company's last fiscal quarter to
             which this report relates that have materially affected, or are
             reasonably likely to materially affect, the Company's internal
             control over financial reporting.


                                       14
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 6 - Exhibits

(a)      Exhibits

           31.1     Certification of Albert W. Van Ness, Jr. Pursuant to
                    Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted
                    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

           31.2     Certification of Russell J. Reardon Pursuant to Exchange Act
                    Rules 13a- 14(a) and 15d-14(a), as Adopted Pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

           32.1     Certification of Albert W. Van Ness, Jr. Pursuant to 18
                    U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

           32.2     Certification of Russell J. Reardon Pursuant to 18 U.S.C.
                    Section 1350, as Adopted Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.


                                       15
<PAGE>

                                    SIGNATURE

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



         Dated: May 16, 2005                          CD&L, INC.




                                                  By: \s\ Russell J. Reardon
                                                      ------------------------
                                                      Russell J. Reardon
                                                      Vice President and
                                                      Chief Financial Officer


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