UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

             ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2005

                        Commission file number: 001-11497

                                 AUTOINFO, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                                 13-2867481
    (State or Other Jurisdiction of                   (I.R.S. Employer
     Incorporation or Organization)                  Identification No.)

                          6413 Congress Ave - Suite 260
                                Boca Raton, 33487
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code: 561 - 988 - 9456

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:

                          Common Stock, $.001 par value
                                (Title of class)

      Indicate by check mark if the registrant is a well-known  seasoned issuer,
as defined by Rule 405 of the Securities Act. Yes |_| No |X|

      Indicate by check mark if the  registrant  is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes |_| No |X|

      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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

      Indicate  by check mark  whether  the  registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large Accelerated Filer |_|   Accelerated Filer |_|   Non-accelerated filer |X|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      The aggregate market value of the voting stock held by  non-affiliates  of
the registrant as of March 7, 2006 was approximately $ 8,050,000.

      The number of shares  outstanding of the registrant's  common stock, $.001
par value, as of March 7, 2006 was 31,799,000 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

      None.

<PAGE>

                                 AUTOINFO, INC.

                           Annual Report on Form 10-K
                                TABLE OF CONTENTS
                                                                            Page
PART I.........................................................................2
   Item 1.   Business..........................................................2
   Item 1A.  Risk Factors......................................................6
   Item 2.   Properties.......................................................10
   Item 3.   Legal Proceedings................................................10
   Item 4.   Submission of Matters to a Vote of Security Holders..............10
PART II.......................................................................11
   Item 5.   Market for our Common Equity and Related Stockholder Matters.....11
   Item 6.   Selected Consolidated Financial Data.............................12
   Item 7.   Management's Discussion and Analysis of Financial Condition
               and Results of Operations......................................13
   Item 7A.  Quantitive and Qualitative Disclosures About market Risk.........20
   Item 8.   Financial Statements and Supplementary Data......................21
   Item 9.   Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosures......................................21
   Item 9A.  Controls and Procedures..........................................21
   Item 9B.  Other Information................................................21
PART III......................................................................22
   Item 10.  Directors and Executive Officers.................................22
   Item 11.  Executive Compensation...........................................26
   Item 12.  Security Ownership of Certain Beneficial Owners and Management...27
   Item 13.  Certain Relationships and Related Transactions...................28
   Item 14.  Principal Accounting Fees and Services...........................28
   Item 15.  Exhibits.........................................................29

                      FORWARD LOOKING STATEMENT INFORMATION

      Certain   statements   made  in  this  Annual  Report  on  Form  10-K  are
"forward-looking  statements"  regarding the plans and  objectives of management
for  future  operations.  Such  statements  involve  known  and  unknown  risks,
uncertainties  and other factors that may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements  expressed or implied by such  forward-looking  statements.  The
forward-looking  statements  included  herein are based on current  expectations
that involve  numerous  risks and  uncertainties.  Our plans and  objectives are
based, in part, on assumptions  involving judgments with respect to, among other
things,  future economic,  competitive and market conditions and future business
decisions,  all of which are difficult or impossible to predict  accurately  and
many of which are beyond our control.  Although we believe that our  assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,  therefore,  there can be no  assurance  that the
forward-looking statements included in this report will prove to be accurate. In
light  of  the  significant   uncertainties   inherent  in  the  forward-looking
statements  included  herein  particularly  in view of the current  state of our
operations,  the  inclusion  of such  information  should not be  regarded  as a
statement  by us or any other  person  that our  objectives  and  plans  will be
achieved.  Factors that could cause  actual  results to differ  materially  from
those expressed or implied by such  forward-looking  statements include, but are
not  limited to, the factors set forth  herein  under the  headings  "Business,"
"Risk Factors" and "Management's  Discussion and Analysis of Financial Condition
and Results of  Operations."  We  undertake  no  obligation  to revise or update
publicly any forward-looking statements for any reason.

<PAGE>

                                     PART I

Item 1. BUSINESS

Overview

      Through  our  wholly-owned   subsidiary,   Sunteck   Transport  Co.,  Inc.
(Sunteck), we are a non-asset based transportation  services company,  providing
transportation   capacity  and  related  transportation   services  to  shippers
throughout the United States,  and to a lesser  extent,  Canada.  As a non-asset
based provider of brokerage and contract carrier transportation  services, we do
not own any  equipment  and our  services  are  provided  through our  strategic
alliances with less than truckload,  truckload, air, rail, ocean common carriers
and independent  owner-operators  to service our customers' needs. Our non-asset
based services include ground  transportation  coast to coast, local pick up and
delivery, air freight and ocean freight. Our business services emphasize safety,
information  coordination  and  customer  service  and are  delivered  through a
network  of  independent  commissioned  sales  agents and third  party  capacity
providers coordinated by us. The independent commissioned sales agents typically
enter into exclusive  contractual  arrangements  with us and are responsible for
locating  freight  and  coordinating  the  transportation  of the  freight  with
customers and capacity providers.  The third party capacity providers consist of
independent   contractors   who  provide   truck   capacity  to  us,   including
owner-operators  who  operate  under our  contract  carrier  license,  air cargo
carriers and railroads.  Through this network of agents and capacity  providers,
we operate a transportation  services business with revenue, net revenue and net
income  of  approximately  $68.0  million,   $13.6  million  and  $3.6  million,
respectively, during our most recently completed fiscal year.

      Our brokerage  services are provided though a network of independent sales
agents  throughout the United States and Canada.  Our services include arranging
for the  transport  of  customers'  freight  from the  shippers  location to the
designated  destination.  We do not  own  any  trucking  equipment  and  rely on
independent  carriers  for  the  movement  of  customers'  freight.  We  seek to
establish  long-term  relationships  with our customers and provide a variety of
logistics  services and solutions to eliminate  inefficiencies in our customers'
supply chain management.

      Our contract carrier services,  which commenced in 2003, are also provided
through a network of independent  sales agents and  independent  owner-operators
throughout  the  United  States.  We do not  own  any  trucking  equipment;  our
independent  owner-operators  lease onto our  operating  authority and transport
freight under the Sunteck name.

Strategy

      Our  strategy  is  to  continue  to  expand  through   affiliations   with
independent sales agents and through internal expansion. We have been successful
at expanding  our  brokerage  sales agent  network and now have  representatives
throughout  the  United  States  and  Canada.  We have also been  successful  in
expanding  our contract  carriers  services.  In addition,  we have  experienced
internal  expansion as many of our existing  agents have expanded their customer
base and increased the number of transactions generated. We intend to seek, on a
selective  basis,  acquisition of businesses that have services which complement
and expand our existing  services,  and provide us with  strategic  distribution
locations or  attractive  customer  bases.  Our ability to implement  our growth
strategy will be dependent on our ability to identify and  affiliate  with these
agents on desirable economic terms.


                                       2
<PAGE>

Company background

AutoInfo, Inc. was organized under the laws of the State of New York in 1976 and
reincorporated under the laws of Delaware in 1987. In December 2000, we acquired
Sunteck in a merger transaction.

The industry

      Prior to the mid  1980's,  the  trucking  industry  was  regulated  by the
Interstate Commerce Commission.  Deregulation brought new breath and life to the
industry.  This  also  brought  with  it the  problem  of how  to  navigate  the
transportation  highway.  Shippers  found it  difficult  to locate  carriers and
carriers  found that it was  expensive  to find  freight.  Enter the third party
transportation providers-intermediaries (freight brokers, freight forwarders and
logistics providers).  The third party intermediary connects the shipper and the
carrier and helps manage the flow of goods.

      The present  market for freight  moved by truck is estimated by management
to exceed $200 billion per year. This is a highly fragmented  industry comprised
of common carriers, contract carriers, freight forwarders and freight brokers.

      The actual movement of goods is  accomplished  by trucking  (consisting of
local, over the road, truckload, and less than truckload shipments), air freight
(time  sensitive  in nature),  rail  freight  (non time  sensitive in nature and
usually less expensive than truck) and ocean freight (generally in containerized
ships). Other services provided include warehousing and distribution.

      There are several  trends which are relevant to the  continued  dependency
upon and growth of the trucking industry:

      o     Just in time service    With new  technology  and a premium  on cost
                                    savings,  businesses  are  able to  maintain
                                    smaller   inventories,    thereby   reducing
                                    carrying    costs   and   warehouse    space
                                    requirements.  The  impact  on  the  freight
                                    industry  is  more   shipments   of  smaller
                                    quantities that are more time sensitive and,
                                    therefore, more costly.

      o     Outsourcing             Companies  have  found  it to be  more  cost
                                    effective and efficient to eliminate company
                                    owned  truck  fleets and rely upon others to
                                    handle their trucking and shipping needs.

      o     Logistics               Small to medium size  businesses,  with less
                                    frequent  shipping   requirements,   utilize
                                    logistics providers (freight brokers,  etc.)
                                    to manage all aspects of the transportation,
                                    warehousing and delivery needs.

      The market for third party logistics providers is highly fragmented. It is
comprised  primarily  of full  service  logistics  providers,  freight  brokers,
independent sales agents and sales representatives.  Sales agents often work out
of home-based  offices or small regional sales offices and affiliate  themselves
with full  service  brokers  to  provide  back-office  services  including  load
dispatching, bonding and licensing, billing, collection and other administrative
services.  Sales  representatives  vary from  experienced  people  with years of
freight   industry   experience  and   established   client   relationships   to
telemarketing personnel cold calling shippers and dispatchers.

      Third party logistics companies provide numerous services to clients on an
outsourced  basis,  by  contract  and on demand.  The  continued  growth of this
industry has created secondary market opportunities to provide low-cost delivery
to the endpoint, in addition to supply chain services of warehousing,  inventory
management  and electronic  interface with customers and suppliers.  Third party
logistics  companies  provide  customized  domestic  and  international  freight
transportation  of customers' goods and packages via truck,  rail,  airplane and
ship, and


                                       3
<PAGE>

provide   warehousing  and  storage  of  those  goods.  Many  companies  utilize
information  systems and  expertise to reduce  inventories,  cut  transportation
costs,  speed delivery and improve customer service.  The third-party  logistics
services business has been bolstered in recent years by the  competitiveness  of
the global economy,  which causes shippers to focus on reducing  handling costs,
operating with lower inventories and shortening inventory transit times. Using a
network  of   transportation,   handling  and  storage   providers  in  multiple
transportation  modes,  third-party logistics services companies seek to improve
their  customers'  operating  efficiency by reducing their inventory  levels and
related  handling  costs.  Many  third-party  logistics  service  providers  are
non-asset-based, primarily utilizing physical assets owned by others in multiple
transport modes.

      The  third-party  logistics  services  business  increasingly  relies upon
advanced information technology to link the shipper with its inventory and as an
analytical  tool to optimize  transportation  solutions.  This trend  favors the
larger, more professionally managed companies that have the resources to support
a  sophisticated  information  technology  infrastructure.  By  outsourcing  all
non-core  business  services to third  party  providers,  companies  can help to
control costs, eliminate staff and focus on internal business.

Operations and systems

      In our brokerage services,  we process  approximately 3,600 freight orders
per month.  Our sales agents  throughout  the United  States and Canada  receive
customers'  freight  requirements  daily.  All agents make  appropriate  carrier
arrangements for the pick-up and timely delivery of customers' freight.

      In our contract carrier  services,  we process  approximately  850 freight
orders per month. Our sales agents in our seven regional  operating  centers and
representatives  in nine states receive  customers'  freight  requirements daily
and,  utilizing  their  respective  owner-operators,  make  appropriate  carrier
arrangements  for the pick-up  and timely  delivery of  customers'  freight.  In
addition,  utilizing various sources  including  numerous internet based freight
posting boards, our agents locate additional freight to maximize  utilization of
available  capacity  and minimize  deadhead  miles,  or miles driven  generating
little or no revenue. A typical  owner-operator will generate $2,500 per week in
revenues.

      Our sales  agents  vary in level of  experience  from agents with years of
freight  industry  experience and  established  client  relationships  to a more
limited number of inexperienced  telemarketing and operations  personnel working
under the direct  supervision  and  training  of  experienced  sales  agents and
dispatchers.

      We rely exclusively on independent third parties for our hauling capacity.
These third party capacity providers consist of our independent owner-operators,
unrelated  trucking  companies,  air cargo  carriers and  railroads.  Our use of
capacity  provided  by our  independent  owner-operators,  and other third party
capacity  providers,  allows us to maintain a lower level of capital investment,
resulting in lower fixed costs.

      We utilize a  state-of-the-art  proprietary  internet  based  order  entry
system.  All agents access our web-based  platform and orders are entered into a
customized traffic management system,  which enables us to monitor the status of
all orders, generate customer billing and provide detailed transactional reports
in our Florida corporate headquarters.  We use these reports to monitor customer
logistics and transportation  usage, track customer and carrier historical data,
generate  detailed  financial and accounting data and provide our customers with
details of their supply chain  activity.  We maintain dual off-site  storage and
back-up facilities to insure data integrity and safety.

Suppliers

      We use the  services  of various  third  party  transportation  companies.
During  2005,  no third party  provider  handled  more than 10% of our  shipping
volume (measured by revenue).


                                       4
<PAGE>

Customers

      We strive to establish long-term customer  relationships and, by providing
a full range of  logistics  and supply chain  services,  we seek to increase our
level of business with each customer.  We service customers ranging from Fortune
100 companies to small  businesses in a variety of  industries.  During 2005, no
customer  accounted  for more than 10% of our  revenues.  We  typically  receive
credit  applications  from all customers,  review credit  references and perform
credit checks to ensure credit worthiness.

      Sunteck has achieved  revenue  growth  through the addition of independent
sales agents, the opening of new operations  offices,  an increase in the number
of  customers  serviced,  and the  expansion of the  logistics  and supply chain
services we provide.

      Each operations  office markets our full range of supply chain services to
existing customers and pursues new customers within its local markets.  We build
new customer relationships by exploiting our range of logistics and supply chain
services,  the traffic  lanes we commonly  service,  carrier  relationships  and
capabilities,  our industry  specific  expertise and our sales agents individual
knowledge and experience.

      Our growth model is focused on adding  sales agents in strategic  markets.
As this agent  network is further  established  and  expanded,  we believe  that
significant other  opportunities will emerge.  Larger sales agents offices often
have their own  equipment  (truck  space),  which  presents the  opportunity  to
maximize  available  freight and load capacity thereby  increasing gross margins
above historical  levels. In addition,  sales  representatives  will be added to
regional operating office sales agent locations to increase market  penetration.
Since  representatives  work on a commission basis,  this expansion  essentially
comes at no additional overhead outlay.

      Significant opportunities for expansion and growth also includes strategic
alliances with other service freight broker groups. This strategy will enable us
to  achieve  strong  regional  penetration  into new  geographical  markets  and
increase back office capabilities to service the agent network.

Competition

      The  transportation  industry is highly competitive and highly fragmented.
In our brokerage services,  our primary competitors are other non-asset based as
well as asset based third party logistics companies,  freight brokers,  carriers
offering  logistics  services and freight  forwarders.  In our contract  carrier
services,  our competitors are other contract  carriers and common carriers.  We
also compete with customers' and shippers'  internal traffic and  transportation
departments  as  well as  carriers  internal  sales  and  marketing  departments
directly seeking shippers'  freight.  We generally compete on the basis of price
and the range of logistics and supply chain services offered.

Government regulation

      Our  industry  has  long  been  subject  to  government   legislation  and
regulation.  Over the years,  many  changes in these laws and  regulations  have
affected the industry and caused changes in the operating practices and the cost
of providing  transportation  services.  We cannot predict what effect,  if any,
legislative and regulatory changes may have on the industry in the future.

      We are licensed by the United States Department of Transportation (DOT) as
a broker arranging the movement of materials by motor carrier. In this capacity,
we are required to meet certain qualifications to enable us to conduct business,
which includes the compliance with certain surety bond requirements. We are also
licensed by the DOT as a contract carrier arranging the movement of materials by
motor carrier. In this capacity, we are required to meet certain  qualifications
to enable us to conduct  business,  which includes the maintenance of $1,000,000
of general liability insurance and $100,000 of cargo insurance.


                                       5
<PAGE>

      If we fail to comply with, or lose,  any required  licenses,  governmental
regulators  could assess penalties or issue a cease and desist order against our
operations that are not in compliance.

Risk and liability

      In our brokerage  services,  we do not assume liability for loss or damage
to freight;  we act as the  shipper's  agent and arrange for a carrier to handle
the freight.  Therefore, we do not take possession of the shipper's freight and,
accordingly,  we are not  liable  for the  carrier's  negligence  or  failure to
perform.  We do assist our  customers in the  processing  and  collection of any
claim. The Federal Highway Administration  requires us to maintain a surety bond
of $10,000,  which is intended to show our financial  responsibility and provide
surety for the arrangements with shippers and carriers. In addition, we maintain
$100,000 of contingent cargo liability insurance.

      In our  contract  carrier  services  business,  we are  liable for loss or
damage to our customers' freight. We maintain cargo liability insurance coverage
with a policy  limit of  $100,000  per  occurrence.  We have  not  incurred  any
material losses to date. Any such losses in excess of insurance  limits would be
accounted for as incurred for financial reporting purposes.

Employees

      As of March 3, 2006, we had 35 full-time employees.  None of our employees
are represented by a labor union and we believe that our  relationship  with our
employees is good.

Available Information

      Our website address is www.suntecktransport.com.  We are not including the
information  contained  on our  website  as  part  of,  or  incorporating  it by
reference  into,  this annual  report on Form 10-K.  We make  available  free of
charge through our website our annual report on Form 10-K,  quarterly reports on
Form 10-Q,  current reports on Form 8-K, Forms 3, 4 and 5, and all amendments to
those  reports  as  soon  as  reasonably  practicable  after  such  material  is
electronically filed with or furnished to the Securities and Exchange Commission
(SEC).

      The  public  may read and copy any  materials  we file with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W.,  Washington,  D.C. 20549.
The public may obtain  information on the operation of the Public Reference Room
by calling the SEC at  1-800-SEC-0330.  The SEC  maintains an Internet site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding issuers such as us that file  electronically with the SEC. The website
address is www.sec.gov.

Item 1A. RISK FACTORS

      In addition to the other information  provided in this report,  you should
carefully consider the following factors in evaluating our business,  operations
and financial condition.  Additional risks and uncertainties not presently known
to us, that we currently  deem  immaterial or that are similar to those faced by
other  companies  in our  industry or business in general,  such as  competitive
conditions,  may also impair our business  operations.  The occurrence of any of
the  following  risks  could have a  material  adverse  effect on our  business,
financial condition and results of operations.


                                       6
<PAGE>

We are  dependent  upon  independent  commissioned  sales agents who have direct
relationships with our customers.

      A  substantial  portion of our  business is  originated  by our network of
independent  sales  agents.  Most  of  these  sales  agents  work  with us on an
exclusive basis. We do not have non-compete or non-solicitation  agreements with
these agents. These contracts are typically terminable upon 10 to 30 days notice
by either  party and do not  restrict  the ability of a former  agent to compete
with  Sunteck  following  termination.  As a  result,  if sales  representatives
terminate their affiliation with us, our revenue and results of operations could
be adversely affected.

We are dependent on third party capacity providers.

      We do not own trucks or other  transportation  equipment and rely on third
party capacity  providers,  including  independent  owner  operators,  unrelated
trucking  companies,  railroads and air cargo carriers to transport  freight for
our  customers.  We compete with motor  carriers and other third parties for the
services  of  independent   owner  operators  and  other  third  party  capacity
providers.  A significant  decrease in available capacity provided by either our
independent owner operators or other third party capacity providers could have a
material adverse effect on our results of operations and revenue.

Decreased  demand  for  transportation   services  could  adversely  affect  our
operating results.

      The  transportation   industry   historically  has  experienced   cyclical
financial  results as a result of slowdowns in economic  activity,  the business
cycles of  customers,  price  increases  by capacity  providers,  interest  rate
fluctuations,  and other  economic  factors  beyond our control.  Certain of our
third party capacity  providers can be expected to charge higher prices to cover
increased  operating  expenses,  and our operating  income may decline if we are
unable  to pass  through  to our  customers  the full  amount  of  these  higher
transportation  costs.  If a slowdown in economic  activity or a downturn in our
customers'  business  cycles causes a reduction in the volume of freight shipped
by  those  customers,  our  operating  results  could  be  materially  adversely
affected.

We have  limited  marketing  and  sales  capabilities  and  must  make  sales in
fragmented markets.

      Our  future  success  depends,  to a  great  extent,  on  our  ability  to
successfully  market our services through our network of independent agents. Our
sales and marketing  capabilities  are more limited than many of our competitors
who have captive internal sales forces and greater financial  resources than us.
We cannot  assure you that any  marketing  and sales  efforts  undertaken on our
behalf will be successful or will result in any significant sales.

Our industry is intensely competitive, which may adversely affect our operations
and financial results.

      All our markets are intensely  competitive  and numerous  companies  offer
services that compete with our services.  We anticipate that competition for our
services will continue to increase.  Many of our competitors have  substantially
greater capital  resources,  sales and marketing  resources and  experience.  We
cannot  assure  you  that  we  will be able  to  effectively  compete  with  our
competitors in effecting our business expansion plans.

We depend on the continued services of our president.

      Our future  success  depends,  in part, on the  continuing  efforts of our
president,   Harry  Wachtel,  who  conceived  our  strategic  plan  and  who  is
responsible  for executing that plan.  The loss of Mr.  Wachtel would  adversely
affect our business. At this time we do not have any term "key man" insurance on
Mr. Wachtel. If we lose the services of Mr. Wachtel,  our business,  operations,
and financial condition would be materially adversely affected.


                                       7
<PAGE>

We must attract and retain qualified personnel.

      As we implement our business growth strategy,  significant demands will be
placed on our managerial,  financial and other resources. One of the keys to our
future  success  will be our  ability to attract  and  retain  highly  qualified
marketing,  sales  and  administrative  personnel.   Competition  for  qualified
personnel in these areas is intense and we will be competing for their  services
with companies that have  substantially  greater resources than we do. We cannot
assure you that we will be able to identify,  attract and retain  personnel with
skills and  experience  necessary  and relevant to the future  operations of our
business.  Our inability to retain or attract qualified personnel in these areas
could have a material adverse effect on our business and results of operations.

We may require additional financing in the future, which may not be available on
acceptable terms.

      Depending on our ability to generate  revenues,  we may require additional
funds to expand our  business  operations  and for  working  capital and general
corporate  purposes.   Any  additional  equity  financing  may  be  dilutive  to
stockholders,  and debt financings may involve restrictive  covenants that limit
our ability to make decisions that we believe will be in our best interests.  In
the event we cannot obtain  additional  financing on terms acceptable to us when
required, our ability to expand operations may be materially adversely affected.

Our principal stockholders have substantial control over our affairs.

      As of March 7, 2006, our president,  Harry  Wachtel,  owned  approximately
16.4% of the issued and outstanding shares of our common stock.  Further,  James
T. Martin owned and Kinderhook Partners, LP, two significant stockholders, owned
approximately  19.7% and 19.4%,  respectively,  of the  issued  and  outstanding
shares of our common  stock.  As a result,  either Mr.  Wachtel,  Mr.  Martin or
Kinderhook  Partners,  LP could assert  control over our affairs,  including the
election of directors and any  proposals  regarding a sale of the company or its
assets or a merger. In addition,  this concentration of ownership could have the
effect of delaying,  deferring  or  preventing a change in control or impeding a
merger or consolidation,  takeover or other business combination which you, as a
stockholder, may otherwise view favorably.

Our stock price is volatile  and could be further  affected by events not within
our control.

      The market price of our common stock has historically  experienced and may
continue to  experience  significant  volatility.  For the 52-week  period ended
March 7, 2006, our closing stock price has ranged from $0.40 to $0.67.  On March
7, 2006, our closing stock price was $0.65.

      The trading  price of our common stock has been volatile and will continue
to be subject to:

      o     volatility in the trading markets generally;

      o     significant fluctuations in our quarterly operating results; and

      o     announcements   regarding  our  business  or  the  business  of  our
            competitors.

      Statements or changes in opinions,  ratings or earnings  estimates made by
brokerage firms or industry analysts relating to the markets in which we operate
or expect to operate  could also have an adverse  effect on the market  price of
our common stock. In addition, the stock market as a whole has from time to time
experienced  extreme  price and  volume  fluctuations  which  have  particularly
affected the market price for the  securities  of many  small-cap  companies and
which often have been unrelated to the operating performance of these companies.


                                       8
<PAGE>

The price of our common stock may be adversely affected by the possible issuance
of  shares  of our  common  stock as a result  of the  exercise  of  outstanding
options.

      We have granted options covering  approximately  7.1 million shares of our
common stock.  As a result of the actual or potential  sale of these shares into
the market, our common stock price may decrease.

Future sales of our common stock may adversely affect our common stock price.

      If our stockholders sell a large number of shares of common stock or if we
issue a large  number  of shares  in  connection  with  future  acquisitions  or
financings, the market price of our common stock could decline significantly. In
addition, the perception in the public market that our stockholders might sell a
large number of shares of common stock could cause a decline in the market price
of our common stock.

Some  provisions  in our  charter  documents  and bylaws may have  anti-takeover
effects.

      Our certificate of  incorporation  and bylaws contain  provisions that may
make it more  difficult for a third party to acquire us, with the result that it
may deter potential suitors.  For example, our board of directors is authorized,
without action of the stockholders,  to issue authorized but unissued common and
preferred  stock.  The existence of authorized but unissued common and preferred
stock enables us to discourage or to make it more difficult to obtain control of
us by means of a merger, tender offer, proxy contest or otherwise.

We have agreed to limitations on the potential liability of our directors.

      Our certificate of incorporation provides that, in general, directors will
not be personally liable for monetary damages to the company or our stockholders
for a breach of fiduciary  duty.  Although this limitation of liability does not
affect the  availability  of equitable  remedies  such as  injunctive  relief or
rescission, the presence of these provisions in the certificate of incorporation
could prevent us from recovering monetary damages.

Liquidity on the otc bulletin  board is limited,  and we may be unable to obtain
listing of our common stock on a more liquid market.

      Our  common  stock is quoted  on the  Nasdaq  OTC  Bulletin  Board,  which
provides  significantly  less liquidity than a securities  exchange (such as the
American or New York Stock Exchange) or an automated  quotation  system (such as
the Nasdaq  National or SmallCap  Market).  We do not currently meet the minimum
trading  price  requirement  for  listing on the Nasdaq  SmallCap  Market or the
American Stock Exchange.  There is uncertainty that we will ever be accepted for
a listing on an automated quotation system or securities exchange.

Our common  stock has been  thinly  traded,  and the public  market may  provide
little or no liquidity for holders of our common stock.

      Purchasers  of shares of our common  stock may find it difficult to resell
their  shares at prices  quoted in the market or at all.  There is  currently  a
limited  volume of trading in our common stock,  and on many days there has been
no trading  activity at all. Due to the  historically  low trading  price of our
common stock,  many brokerage  firms may be unwilling to effect  transactions in
our common stock,  particularly because low-priced  securities are subject to an
SEC rule that imposes  additional sales practice  requirements on broker-dealers
who sell  low-priced  securities  (generally  those below  $5.00 per share).  We
cannot predict when or whether investor  interest in our common stock might lead
to an increase in its market price or the  development  of a more active trading
market or how liquid that market might become.

The  application  of the "penny stock" rules could  adversely  effect the market
price of our common stock.


                                       9
<PAGE>

      As long as the trading price of our common stock is below $5.00 per share,
the open-market trading of our common stock will be subject to the "penny stock"
rules. The "penny stock" rules impose additional sales practice  requirements on
broker-dealers  who sell securities to persons other than established  customers
and accredited investors (generally those with assets in excess of $1,000,000 or
annual income exceeding  $200,000 or $300,000  together with their spouse).  For
transactions  covered  by these  rules,  the  broker-dealer  must make a special
suitability  determination  for the purchase of securities and have received the
purchaser's   written   consent  to  the   transaction   before  the   purchase.
Additionally,  for any transaction  involving a penny stock,  unless exempt, the
broker-dealer  must  deliver,  before the  transaction,  a  disclosure  schedule
prescribed by the Securities and Exchange Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered  representative  and current quotations for the
securities.  Finally,  monthly  statements must be sent disclosing  recent price
information  on the limited  market in penny stocks.  These  additional  burdens
imposed on broker-dealers may restrict the ability of broker-dealers to sell the
common stock and may affect a stockholder's ability to resell the common stock.

      Stockholders  should be aware that,  according to Securities  and Exchange
Commission  Release No.  34-29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the  security  by one or a few  broker-dealers  that are often
related  to  the  promoter  or  issuer;  (ii)  manipulation  of  prices  through
prearranged  matching  of  purchases  and sales and false and  misleading  press
releases;  (iii) boiler room practices involving high-pressure sales tactics and
unrealistic price projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differential and markups by selling broker-dealers;  and (v)
the wholesale  dumping of the same  securities  by promoters and  broker-dealers
after prices have been manipulated to a desired level,  along with the resulting
inevitable  collapse of those prices and with consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

Item 2. PROPERTIES

      We  lease  approximately  5,300  square  feet of space  for our  executive
offices and the  headquarters  of Sunteck at 6413 Congress  Avenue,  Boca Raton,
Florida.  This lease runs through  April 2010 and provides  for  aggregate  rent
payments of $57,000 for the thirteen  months ending  February 2006,  $61,000 for
the thirteen  months ending March 2007,  $65,000 for the thirteen  months ending
April 2008,  $68,000 for the twelve  months ended April 2009 and $71,000 for the
twelve  months ended April 2010.  We lease 1,100  square feet for our  operating
office at 315 Main Street,  Pineville,  North  Carolina.  The lease runs through
February 2008 and provides for an annual rental of $13,000.

Item 3. LEGAL PROCEEDINGS

      We are not a party to any material legal proceedings.

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

      None.


                                       10
<PAGE>

                                     PART II

Item 5. MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our common stock is not listed on any stock exchange.  Our common stock is
traded on the Nasdaq Over-the-Counter  Electronic Bulletin Board ("OTCBB") under
the  symbol  "Auto."  The  following  table  sets  forth  the  high  and low bid
information  for the common  stock for each  quarter  within the last two fiscal
years,  as  reported by the OTCBB.  The bid  information  reflects  inter-dealer
prices, without retail mark-up,  mark-down or commission,  and may not represent
actual transactions.

          Year Ended December 31, 2005                 High          Low
          -----------------------------------       ----------    ----------

          First quarter                               $0.74          $0.43
          Second quarter                               0.60           0.40
          Third quarter                                0.62           0.45
          Fourth quarter                               0.60           0.42

          Year Ended December 31, 2004                 High          Low
          -----------------------------------       ----------    ----------

          First quarter                               $0.70          $0.28
          Second quarter                               0.67           0.41
          Third quarter                                0.51           0.32
          Fourth quarter                               0.61           0.32

      As of March 7, 2006, the closing bid price per share for our common stock,
as  reported  on the OTCBB was $0.65 As of March 7, 2006,  we had  approximately
1,000 beneficial stockholders.

Dividend policy

      We have never declared or paid a cash dividend on our common stock. It has
been the  policy of our board of  directors  to retain  all  available  funds to
finance  the  development  and  growth  of our  business.  The  payment  of cash
dividends  in the future  will be  dependent  upon our  earnings  and  financial
requirements and other factors deemed relevant by our board of directors.


                                       11
<PAGE>

Item 6. SELECTED CONSOLIDATED FINANCIAL DATA

      The following is a summary of our selected consolidated financial data for
the years ended  December 31, 2005,  2004,  2003,  2002, and 2001. The financial
data has been derived from our audited  consolidated  financial  statements  and
accompanying notes.

      The selected  financial data set forth below should be read together with,
and are qualified by reference to, the "Management's  Discussion and Analysis of
Financial  condition and Results of  Operations"  section of this report and our
audited  consolidated  financial  statements  and  accompanying  notes  included
elsewhere in this report.

<TABLE>
<CAPTION>
000's omitted, except for per share data                    Year ended December 31,
                                            --------------------------------------------------------
                                              2005        2004        2003        2002        2001
                                            --------    --------    --------    --------    --------
Statement of Operations Data:
----------------------------------------
<S>                                         <C>         <C>         <C>         <C>         <C>
Gross revenues                              $ 68,040    $ 46,492    $ 27,171    $ 18,863    $  8,029

Net revenues (1)                              13,554       8,734       5,076       3,368       1,567

Net  income (loss)                          $  3,608    $  1,466    $  1,300    $    340    $    (15)

Net income (loss) per share (2) (3)
     Basic                                  $    .11    $    .05    $    .05    $    .01    $   (.00)
     Diluted                                $    .11    $    .04    $    .05    $    .01    $   (.00)
</TABLE>

(1)   Net revenues are determined by deducting cost of transportation from gross
      revenues. See Management's  Discussion and Analysis of Financial Condition
      and Results of Operations.

(2)   The common stock  equivalents for the year ended December 31, 2005,  2004,
      2003 and 2002 were 2,400,000, 2,523,000, 1,434,000 and 635,000.

(3)   The common  stock  equivalents  for the year ended  December  31, 2001 was
      30,000. The common stock equivalents for these shares were not included in
      the  calculation  of diluted  income  (loss) per common share  because the
      effect would have been antidilutive.

<TABLE>
<CAPTION>
000's omitted                                                  As at December 31,
                                            --------------------------------------------------------
                                              2005        2004        2003        2002        2001
                                            --------    --------    --------    --------    --------
Balance Sheet Data:
----------------------------------------
<S>                                         <C>         <C>         <C>         <C>         <C>
Cash and cash equivalents                   $    419    $     38    $    133    $    684    $    898
Accounts receivable                           12,735       9,658       4,881       2,996       1,358
Total assets                                  16,646      11,795       6,286       3,944       2,458
Total liabilities                              8,515       7,383       4,394       3,356       2,215
Deficit                                      (11,084)    (14,692)    (16,158)    (17,458)    (17,798)
Stockholders' equity                           8,131       4,412       1,892         588         243
</TABLE>


                                       12
<PAGE>

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

Cautionary statement  identifying  important factors that could cause our actual
results to differ from those projected in forward looking statements.

      Readers of this  report  are  advised  that this  document  contains  both
statements of historical facts and forward looking  statements.  Forward looking
statements  are subject to certain  risks and  uncertainties,  which could cause
actual results to differ  materially from those indicated by the forward looking
statements.  Examples of forward looking statements include, but are not limited
to (i)  projections  of revenues,  income or loss,  earnings per share,  capital
expenditures,  dividends,  capital  structure and other  financial  items,  (ii)
statements of our plans and objectives with respect to business transactions and
enhancement  of  shareholder   value,   (iii)   statements  of  future  economic
performance,  and (iv) statements of assumptions underlying other statements and
statements about our business prospects.

      This report also identifies  important  factors,  which could cause actual
results  to differ  materially  from  those  indicated  by the  forward  looking
statements.  These risks and  uncertainties  include the factors discussed under
the heading "Risk Factors" beginning at page 7 of this report.

      The following Management's  Discussion and Analysis of Financial Condition
and  Results of  Operations  should be read in  conjunction  with our  financial
statements and the notes thereto appearing elsewhere in this report.

Overview

      Through  our  wholly-owned   subsidiary,   Sunteck   Transport  Co.,  Inc.
(Sunteck), we are a non-asset based transportation  services company,  providing
transportation   capacity  and  related  transportation   services  to  shippers
throughout the United States,  and to a lesser  extent,  Canada.  As a non-asset
based provider of brokerage and contract carrier transportation  services, we do
not own any  equipment  and our  services  are  provided  through our  strategic
alliances with less than truckload,  truckload, air, rail, ocean common carriers
and independent  owner-operators  to service our customers' needs. Our non-asset
based services include ground  transportation  coast to coast, local pick up and
delivery, air freight and ocean freight. Our business services emphasize safety,
information  coordination  and  customer  service  and are  delivered  through a
network  of  independent  commissioned  sales  agents and third  party  capacity
providers coordinated by us. The independent commissioned sales agents typically
enter into exclusive  contractual  arrangements  with us and are responsible for
locating  freight  and  coordinating  the  transportation  of the  freight  with
customers and capacity providers.  The third party capacity providers consist of
independent   contractors   who  provide   truck   capacity  to  us,   including
owner-operators  who  operate  under our  contract  carrier  license,  air cargo
carriers and railroads.  Through this network of agents and capacity  providers,
we operate a transportation  services business with revenue, net revenue and net
income  of  approximately  $68.0  million,   $13.6  million  and  $3.6  million,
respectively, during our most recently completed fiscal year.

      Our brokerage  services are provided though a network of independent sales
agents  throughout the United States and Canada.  Our services include arranging
for the  transport  of  customers'  freight  from the  shippers  location to the
designated  destination.  We do not  own  any  trucking  equipment  and  rely on
independent  carriers  for  the  movement  of  customers'  freight.  We  seek to
establish  long-term  relationships  with our customers and provide a variety of
logistics  services and solutions to eliminate  inefficiencies in our customers'
supply chain management.

      Our contract carrier services,  which commenced in 2003, are also provided
through a network of independent  sales agents and  independent  owner-operators
throughout the United States. We do no own any


                                       13
<PAGE>

trucking  equipment;  our independent  owner-operators  lease onto our operating
authority and transport freight under the Sunteck name.

      The most significant  factors in our growth during the past two years have
been internal growth experienced by our existing agents and the expansion of our
brokerage  services agent,  contract carrier  services agent and  owner-operator
networks.  This growth is readily measured by the number of transactions we have
processed,  which  increased from 30,800 in 2003 to 43,300 in 2004 and to 53,300
is 2005,  an  increase  of 41% from 2003 to 2004 and 23% from 2004 to 2005.  The
average  revenue dollar per load in our broker division also increased by 28% in
2004 as compared  to 2003 and by 22% in 2005 as  compared  to 2004.  This is the
result of several  factors  including an increase in truckload  business  versus
less than  truckload at higher per load  revenues,  the addition of sales agents
hauling heavy  equipment at higher per load  revenues,  an increase in long-haul
versus short-haul volume and, to a lesser degree, a general increase in prices.

      During the next twelve months,  we plan to continue to offer our brokerage
and contract carrier  transportation  services and expand our agent network.  We
are presently  profitable and have adequate available lines of credit to satisfy
our working capital requirements during the next twelve months.

Results of operations

Comparison of 2005 vs 2004

      During the year ended  December  31, 2005,  we continued to implement  our
strategic  growth business plan consisting  primarily of the expansion of client
services, the opening of regional operations centers in key geographical markets
and the addition of independent  sales agents  providing  brokerage and contract
carrier services.  Our net revenues (gross revenues less cost of transportation)
are the  primary  indicator  of our  ability  to  source,  add value and  resell
services that are provided by third parties and are considered to be the primary
measurement  of growth.  Therefore,  the discussion of the results of operations
below focuses on the changes in our net revenues.  The increases in net revenues
and all  related  cost and  expense  categories  are the  direct  result  of our
business expansion.

The  following  table  represents  certain  statement  of  operation  data  as a
percentage of net revenues:

                                                   2005            2004
                                               ------------    ------------

           Net revenues                           100.0%          100.0%

              Commissions                          61.6%           59.3%
              Operating expenses                   22.2%           28.8%
              Interest expense                       .4%             .6%
              Income taxes (benefit)              (10.8)%          (5.5)%

           Net income                              26.6%           16.8%

Revenues

      Gross  revenues,  consisting  of freight fees and other  related  services
revenue,  totaled  $68,040,000 for the year ended December 31, 2005, as compared
with  $46,492,000  in the prior  year,  an increase of 46%.  Net  revenues  were
$13,554,000 for the year ended December 31, 2005, as compared with $8,734,000 in
the prior year, an increase of 55%.


                                       14
<PAGE>

      Gross  revenues from  brokerage  services  increased to  $58,150,000  from
$36,931,000  and net revenues  increased to $11,887,000  from  $7,032,000 in the
prior year. This increase is the direct result of the continued expansion of our
agent network and customer  base which  resulted in a 29% increase in the number
of  transactions  processed and a 22% increase in the average  dollar amount per
load.

      Gross revenues from contract carrier services increased to $9,890,000 from
$9,561,000 and net revenues  decreased to $1,667,000 from 1,702,000 in the prior
year. Gross revenues  increased  approximately 3% for the year.  However,  there
were  fluctuations  during the year in the number of agents and  owner-operators
due to the termination of agents and the addition of new agents.  As a result of
these fluctuations, gross revenues during the first quarter of 2005 increased by
94% over the  corresponding  2004  period and  decreased  9%, 17% and 6% for the
second,   third  and  fourth   quarters,   respectively,   as  compared  to  the
corresponding  quarters of 2004.  The decrease in net revenues is primarily  the
result of higher  fuel  costs and an  increase  in fuel  service  and  detention
charges  which are  passed  directly  through  to our owner  operators,  thereby
reducing net revenues as a percentage of gross revenues.

Costs and expenses

      Commissions  totaled  $8,348,000  for the year ended December 31, 2005, as
compared with $5,179,000 in the prior year, an increase of 61%. This increase is
the direct result of the  continued  expansion of our agent network and customer
base. As a percentage of net revenues,  commissions  were 62% for the year ended
December 31, 2005 as compared  with 59% in the prior year.  This increase is the
direct result of the expansion of our agent network at higher  commission  rates
and additional bonuses earned after certain monthly benchmarks are achieved.

      Operating  expenses  totaled  $3,005,000  for the year ended  December 31,
2005,  as compared  with  $2,519,000  in the prior year.  As a percentage of net
revenues,  operating  expenses were 22% for the year ended  December 31, 2005 as
compared  with 29% in the prior year.  This decrease is the direct result of our
ability to leverage selling,  general and administrative  expenses in connection
with business  expansion.  We have increased  administrative  staff commensurate
with the  increase  in  transaction  volume.  In  February  2005,  we moved  our
headquarters  increasing  our space to 5,300  square  feet.  We  presently  have
adequate  facilities  and  management  to handle  the  present  and  anticipated
transaction volume in 2006 without a significant increase in overhead.

      Interest  expense  was  $56,000  for the year ended  December  31, 2005 as
compared  with $50,000 in the prior year.  This increase is primarily the result
of increased average  borrowings and the increase in the prime lending rate from
4% at the  beginning  of 2004 to 7.25% by the end of  2005.  Our line of  credit
facility is at a interest rate of prime + 1/2%.

Income tax

      The income tax benefit of $1,463,000  for the year ended December 31, 2005
consisted  of a benefit of  $2,304,000  resulting  from the  anticipated  future
utilization  of  an  available  federal  tax  loss  carryforward,   net  of  the
utilization  of the  deferred  tax benefit of $718,000 and state income taxes of
$123,000.  The income tax benefit of $480,000  for the year ended  December  31,
2004 consisted of a benefit of $873,000  resulting from the  anticipated  future
utilization  of  an  available  federal  tax  loss  carryforward,   net  of  the
utilization  of the  deferred  tax benefit of $336,000 and state income taxes of
$57,000.  Based upon available  objective  evidence,  including our  post-merger
history  of  profitability,  we  believe  that it is more  likely  than not that
forecasted  taxable  income will be  sufficient  to utilize a portion of the net
operating loss carryforward before its expiration in 2014. Accordingly,  in 2005
the valuation allowance was reduced by $2,304,000.


                                       15
<PAGE>

Comparison of 2004 vs 2003

      During the year ended  December  31, 2004,  we continued to implement  our
strategic  growth business plan consisting  primarily of the expansion of client
services, the opening of regional operations centers in key geographical markets
and the addition of independent  sales agents  providing  brokerage and contract
carrier services.  Our net revenues (gross revenues less cost of transportation)
are the  primary  indicator  of our  ability  to  source,  add value and  resell
services that are provided by third parties and are considered to be the primary
measurement  of growth.  Therefore,  the discussion of the results of operations
below focuses on the changes in our net revenues.  The increases in net revenues
and all  related  cost and  expense  categories  are the  direct  result  of our
business expansion.

The  following  table  represents  certain  statement  of  operation  data  as a
percentage of net revenues:

                                                   2004            2003
                                               ------------    ------------

           Net revenues                           100.0%          100.0%

              Commissions                          59.3%           58.2%
              Operating expenses                   28.8%           28.9%
              Interest expense                       .6%            2.2%
              Income taxes (benefit)               (5.5)%         (14.9)%

           Net income                              16.8%           25.6%

Revenues

      Gross  revenues,  consisting  of freight fees and other  related  services
revenue,  totaled  $46,492,000 for the year ended December 31, 2004, as compared
with  $27,171,000  in the prior  year,  an increase of 71%.  Net  revenues  were
$8,734,000 for the year ended December 31, 2004, as compared with  $5,076,000 in
the prior year, an increase of 72%.

      Gross  revenues from  brokerage  services  increased to  $36,931,000  from
$25,106,000  and net revenues  increased to  $7,032,000  from  $4,685,000 in the
prior year. This increase is the direct result of the continued expansion of our
agent network and customer  base which  resulted in a 15% increase in the number
of  transactions  processed and a 28% increase in the average  dollar amount per
load.

      Gross revenues from contract carrier services,  which we began offering in
2003,  increased to $9,561,000  from  $2,065,000  and net revenues  increased to
$1,702,000  from $391,000 in the prior year.  This increase is the direct result
of the  operation of our contract  services for a full year and expansion of our
agent network and customer base which  resulted in a 426% increase in the number
of transactions processed.

Costs and expenses

      Commissions  totaled  $5,179,000  for the year ended December 31, 2004, as
compared with $2,955,000 in the prior year, an increase of 75%. This increase is
the direct result of the  continued  expansion of our agent network and customer
base. As a percentage of net revenues,  commissions  were 59% for the year ended
December 31, 2004 as compared with 58% in the prior year.

      Operating  expenses  totaled  $2,519,000  for the year ended  December 31,
2004,  as compared  with  $1,466,000  in the prior year.  As a percentage of net
revenues,  operating expenses were 29% for the years ended December 31, 2004 and
2003. This is the direct result of our ability to leverage selling,  general and
administrative


                                       16
<PAGE>

expenses in connection with business expansion. We have increased administrative
staff commensurate with the increase in transaction volume.

      Interest  expense  was  $50,000  for the year ended  December  31, 2004 as
compared with $109,000 in the prior year.  This decrease is primarily the result
of borrowings pursuant to our line of credit,  secured in May 2003 at a interest
rate of  prime  +  1/2%,  and the  corresponding  repayment  in May  2003 of our
$500,000 loan at an interest rate of 17%.

Income tax

      The income tax benefit of $480,000  for the year ended  December  31, 2004
consisted  of a  benefit  of  $873,000  resulting  from the  anticipated  future
utilization  of  an  available  federal  tax  loss  carryforward,   net  of  the
utilization  of the  deferred  tax benefit of $336,000 and state income taxes of
$57,000. The income tax benefit of $754,000 for the year ended December 31, 2003
consisted of $784,000  resulting from the anticipated  future  utilization of an
available federal tax loss  carryforward,  net of state income taxes of $30,000.
Based upon available  objective  evidence,  including our post-merger history of
profitability,  we  believe  that it is more  likely  than not  that  forecasted
taxable income will be sufficient to utilize a portion of the net operating loss
carryforward before its expiration in 2014.  Accordingly,  in 2004 the valuation
allowance was reduced by $873,000.

Trends and uncertainties

      The  transportation  industry is highly competitive and highly fragmented.
In our brokerage services,  our primary competitors are other non-asset based as
well as asset based third party logistics companies,  freight brokers,  carriers
offering  logistics  services and freight  forwarders.  In our contract  carrier
services,  our competitors are other contract  carriers and common carriers.  We
also compete with customers' and shippers'  internal traffic and  transportation
departments  as  well as  carriers  internal  sales  and  marketing  departments
directly  seeking  shippers'  freight.  We anticipate  that  competition for our
services will continue to increase.  Many of our competitors have  substantially
greater capital  resources,  sales and marketing  resources and  experience.  We
cannot  assure  you  that  we  will be able  to  effectively  compete  with  our
competitors  in effecting our business  expansion  plans.  The most  significant
trend  contributing  to our  growth  during  the  past  two  years  has been the
expansion of our brokerage services agent network and contract carrier agent and
owner operator network.  Sales agents are independent  contractors and, as such,
there are no assurances  that we can either  maintain our existing agent network
or continue to expand this network.

      For the year ended  December 31, 2005,  we increased  gross  revenues from
$46.5 million to $68.0 million and had net income of $3,608,000 as compared with
$1,466,000  in the prior year.  As of December 31, 2005,  we had an  accumulated
deficit of $11.1  million.  Factors that could  adversely  affect our  operating
results include:

            o     the success of Sunteck in expanding  its business  operations;
                  and

            o     changes in general economic conditions.

      Depending on our ability to generate  revenues,  we may require additional
funds to expand our  business  operations  and for  working  capital and general
corporate  purposes.   Any  additional  equity  financing  may  be  dilutive  to
stockholders, and debt financings may involve restrictive covenants that further
limit  our  ability  to make  decisions  that  we  believe  will be in our  best
interests.  In  the  event  we  cannot  obtain  additional  financing  on  terms
acceptable  to us when  required,  our ability to expand our  operations  may be
materially adversely affected.


                                       17
<PAGE>

Liquidity and capital resources

      During the past two years,  our  sources  for cash have been the cash flow
generated from operations and available borrowings under lines of credit.

      At  December  31,  2005,  we had  outstanding  $1,280,000  pursuant to our
$2,500,000 line of credit. The line of credit, obtained from a bank in May 2003,
is subject to the  maintenance  of certain  financial  covenants,  is secured by
accounts  receivable and other  operating  assets,  and matures in June 2006. We
believe that we have sufficient working capital to meet our short-term operating
needs and that we will be able to increase, extend or replace the line of credit
on terms acceptable to us.

      At December  31, 2005,  we had liquid  assets of  approximately  $419,000.
Available cash is used to reduce borrowings on our line of credit.

      The total  amount of debt  outstanding  at December  31, 2005 and 2004 was
$1,280,000 and $1,998,000,  respectively.  The following table presents our debt
instruments and their weighted  average  interest rates at December 31, 2005 and
2004, respectively:

                                          Weighted                    Weighted
                                          Average                     Average
                              Balance       Rate         Balance       Rate
                          ----------------------------------------------------
                               2005                       2004
                          ----------------------------------------------------

      Line of Credit       $1,280,000       6.4%      $1,998,000       5.2%

      Inflation  and changing  prices had no material  impact on our revenues or
the results of operations for the year ended December 31, 2005.

      In January  2004,  we sold  1,333,333  shares of our common stock for cash
proceeds  of  $417,000.  Simultaneously,  in  a  related  transaction,  our  12%
convertible debentures were converted into 2,300,000 shares of common stock. The
result of these transactions was an increase in cash of $417,000,  a decrease in
debt of $575,000 and an increase in equity of  $1,017,000.  The cash proceeds of
$417,000 were used to reduce the outstanding balance under our line of credit.

Critical Accounting Policies

      Preparation  of our  financial  statements  requires  management  to  make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during  the  reporting  period.  Note 1 of the  Notes  to  Financial  Statements
includes a summary of the  significant  accounting  policies and methods used in
the  preparation  of  our  financial  statements.  The  most  significant  areas
involving our estimates and  assumptions  are described  below.  Actual  results
could differ  materially  from our  estimates  under  different  assumptions  or
conditions.

Revenue Recognition

      As a  third  party  transportation  logistics  provider,  we  act  as  the
shippers' agent and arrange for a carrier to handle the freight.  Gross revenues
consist of the total dollar value of services purchased by shippers.  Revenue is
recognized   upon  the   delivery  of   freight,   at  which  time  the  related
transportation cost, including commission, is also recognized. At that time, our
obligations are completed and collection of receivables is reasonably assured.


                                       18
<PAGE>

      Emerging  Issues  Task Force No.  99-19,  "Reporting  Revenues  Gross as a
Principal  Versus  Net as an  Agent"  (EITF  99-19),  establishes  criteria  for
recognizing  revenues on a gross or net basis. We are the primary obligor in our
transactions, have all credit risk, maintain substantially all risk and rewards,
have  discretion in selecting the supplier,  and latitude in pricing  decisions.
Accordingly, we record all transactions at the gross amount, consistent with the
provisions of EITF 99-19.

Income Taxes

      The deferred tax asset  represents  expected future tax savings  resulting
from our net operating loss carryforward.  As of December 31, 2005, we had a net
operating loss  carryforward of  approximately  $14.3 million for federal income
tax purposes which expire through 2014. Utilization of this benefit is primarily
subject to the extent of our future earnings, and may be limited by, among other
things,  shareholder  changes,  including  the possible  issuance of  additional
shares in one or more financing or acquisition transactions. We have established
a valuation  allowance  for the portion of possible tax savings not likely to be
realized by the end of the carryforward period.

Provision For Doubtful Accounts

      We  continuously  monitor the  creditworthiness  of our customers and have
established an allowance for amounts that may become uncollectible in the future
based on current economic trends,  our historical payment and bad debt write-off
experience, and any specific customer related collection issues.

Recently Issued Accounting Standards

      In May 2005,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting Standards (SFAS) No. 154, "Accounting Changes
and Error  Corrections"  (SFAS  154),  which  supersedes  Accounting  Principles
Bulletin (APB) Opinion No. 20,  "Accounting  Changes" and SFAS No. 3, "Reporting
Accounting  Changes in  Interim  Financial  Statements."  SFAS 154  changes  the
requirements  for the  accounting  for and  reporting  of changes in  accounting
principle.  The statement requires the retroactive application to prior periods'
financial  statements  of  changes  in  accounting  principles,   unless  it  is
impracticable  to determine either the period specific effects or the cumulative
effect of the change.  SFAS 154 does not change the guidance for  reporting  the
correction of an error in previously  issued financial  statements or the change
in an  accounting  estimate.  SFAS 154 is effective for  accounting  changes and
corrections  of errors made in fiscal years  beginning  after December 15, 2005.
The  adoption  of SFAS 154 is not  expected  to have a  material  impact  on our
consolidated financial statements.

      In December  2004,  the FASB issued SFAS No. 123R,  "Share-Based  Payment"
(SFAS  123R),  which is a revision  of SFAS No. 123 and  supersedes  APB No. 25,
"Accounting  for Stock Issued to Employees."  SFAS 123R requires  employee stock
options to be valued at fair value on the date of grant,  and charged to expense
in the Company's  consolidated  financial statements over the applicable vesting
period. We will adopt the new standard using the modified  prospective method in
the first quarter of 2006.  Under this method,  compensation  cost is recognized
beginning with the effective date for all share based payments granted after the
effective  date and for all awards  granted to employees  prior to the effective
date that remain unvested. SFAS 123R also amends SFAS No. 95, "Statement of Cash
Flows",  requiring  that any excess tax benefits  received  upon the exercise of
options be reflected  as  financing  cash  inflows  rather than  operating  cash
inflows.  Adoption of SFAS 123R will not change our accounting for  non-employee
stock options.  Based on current employee stock options outstanding,  management
estimates that adoption of SFAS 123R will result in compensation expense related
to employee stock options of approximately $18,000 in 2006.


                                       19
<PAGE>

Off-balance Sheet Arrangements

      We do not have any off-balance sheet arrangements.

Contractual Obligations

      The following table summarizes our contractual  obligations as of December
31, 2005:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                                      Payments due by period
                                   -------------------------------------------------------------------
       Contractual Obligations                   Less than 1                               More than 5
                                      Total         year        1-3 years     3-5 years       years
------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>           <C>           <C>               <C>
Operating Lease Obligations        $  303,000    $   68,000    $  141,000    $   94,000        --
------------------------------------------------------------------------------------------------------
Line of Credit                      1,280,000     1,280,000            --            --        --
------------------------------------------------------------------------------------------------------
Total                              $1,583,000    $1,348,000    $  141,000    $   94,000        --
------------------------------------------------------------------------------------------------------
</TABLE>

Item 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      None.


                                       20
<PAGE>

Item 8. FINANCIAL STATEMENTS

      The  response  to this item is  submitted  as a  separate  section of this
report beginning on page F-1.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURES

      None.

Item 9A. CONTROLS AND PROCEDURES

      Our management,  with the participation of our Chief Executive Officer and
Chief  Financial  Officer,  has evaluated the  effectiveness  of our  disclosure
controls  and  procedures  (as  such  term is  defined  in Rules  13a-15(e)  and
15d-15(e)  under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"))  as of the end of the  period  covered  by  this  report.  Based  on that
evaluation,  our Chief  Executive  Officer  and  Chief  Financial  Officer  have
concluded  that,  as of the end of such  period,  our  disclosure  controls  and
procedures are effective to ensure that information  required to be disclosed by
us in the reports  that it files or submits  under the Exchange Act is recorded,
processed,  summarized  and reported,  within the time periods  specified in the
SEC's rules and forms. Information required to be disclosed by us in the reports
it files or submit under the Exchange Act is  accumulated  and  communicated  to
management,  including our principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure.

      There have not been any changes in our  internal  control  over  financial
reporting (as such term is defined in Rules  13a-15(f)  and 15d-15(f)  under the
Exchange Act) that occurred  during the period  covered by this report that have
materially  affected,  or are we  reasonably  likely to materially  affect,  our
internal control over financial reporting.

Item 9B. OTHER INFORMATION

      None.


                                       21
<PAGE>

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS

      The  following  table  sets  forth the names,  ages and  positions  of our
directors, executive officers and key employees:

Name                      Age    Position
----                      ---    --------

Peter C. Einselen         66     Director
Thomas C. Robertson       60     Director
Harry Wachtel             47     President, chief executive officer and director
Mark Weiss                46     National account executive and director
William Wunderlich        58     Chief financial officer

      PETER C. EINSELEN has been a director since January 1999. Mr. Einselen has
been an account  executive  since 1990 and served as senior vice  president from
1990 to 2001 of Anderson & Strudwick,  a brokerage  firm. From 1983 to 1990, Mr.
Einselen was employed by Scott and Stringfellow, Incorporated, a brokerage firm.

      THOMAS C. ROBERTSON has been a director since January 1999. Mr.  Robertson
has been senior vice president  since 2004 and was president and chief financial
officer  from  1988 to 2004  and a  director  from  1988 to 2005 of  Anderson  &
Strudwick,  a brokerage  firm.  Mr.  Robertson  has been  president of Gardner &
Robertson, a money management firm, since 1997.

      HARRY WACHTEL joined us in conjunction with the acquisition of Sunteck and
has been a  director,  and our  president  and  chief  executive  officer  since
December 7, 2000.  Since 1997,  he has been  president of Sunteck.  From 1992 to
1997, he served as vice  president of sales and marketing for Pioneer  Services,
Inc., a third party, non-asset based transportation logistics provider.

      MARK WEISS joined us in  conjunction  with the  acquisition of Sunteck and
has been a director since December 7, 2000.  Since 1997, he has been employed by
Sunteck  as a  national  account  executive.  From  1994 to 1997 he  served as a
national account executive for Pioneer Services,  Inc., a third party, non-asset
based transportation  logistics provider. Mr. Weiss is the brother-in-law of Mr.
Wunderlich, our executive vice president and chief financial officer.

      WILLIAM  WUNDERLICH  joined us in  October  1992 as our vice  president  -
finance,  became chief financial  officer in January 1993,  president in January
1999 and, in conjunction with the acquisition of Sunteck,  became executive vice
president in December  2000.  From 1990 to 1992, he served as vice  president of
Goldstein  Affiliates,  Inc., a public adjusting company.  From 1981 to 1990, he
served as executive vice president,  chief  financial  officer and a director of
Novo  Corporation,  a manufacturer  of consumer  products.  Mr.  Wunderlich is a
Certified Public  Accountant with a B.A. degree in Accounting and Economics from
the City  University  of New  York at  Queens  College.  Mr.  Wunderlich  is the
brother-in-law of Mr. Weiss, one of our directors.

Director Compensation

      We do not pay any directors' fees.  Directors are reimbursed for the costs
relating to  attending  board and  committee  meetings.  During  2005,  Peter C.
Einselen and Thomas C. Robertson, our non-employee directors,  each were granted
options to purchase  100,000  shares of our common stock at prices  ranging from
$0.46 to $0.65 per share, 110% of the fair market value on the date of grant.


                                       22
<PAGE>

Committees of the Board of Directors

      Our  board  of  directors  has  an  audit  committee  and  a  compensation
committee.  The audit  committee  reviews the scope and results of the audit and
other  services  provided  by  our  independent  accountants  and  our  internal
controls.  The  compensation  committee  is  responsible  for  the  approval  of
compensation  arrangements  for our officers and the review of our  compensation
plans and  policies.  Each  committee  is  comprised  of  Messrs.  Einselen  and
Robertson, our non-employee independent outside directors.

Audit Committee Matters

      Under its charter, the audit committee must pre-approve all engagements of
our independent  auditor unless an exception to such  pre-approval  exists under
the Securities  Exchange Act of 1934 or the rules of the Securities and Exchange
Commission  (SEC). Each year, the independent  auditor's  retention to audit our
financial statements, including the associated fee, is approved by the committee
before the filing of the  preceding  year's  annual  report on Form 10-K. At the
beginning of the fiscal year,  the audit  committee  will  evaluate  other known
potential  engagements of the  independent  auditor,  including the scope of the
work proposed to be performed and the proposed  fees, and approve or reject each
service,  taking  into  account  whether  the  services  are  permissible  under
applicable  law  and  the  possible  impact  of each  non-audit  service  on the
independent auditor's independence from management. At each subsequent committee
meeting, the committee will receive updates on the services actually provided by
the  independent  auditor,  and management may present  additional  services for
approval.  Typically,  these  would be  services  such as due  diligence  for an
acquisition that would not have been known at the beginning of the year

      Since the May 6, 2003  effective  date of the SEC  rules  stating  that an
auditor is not independent of an audit client if the services it provides to the
client are not appropriately approved, each new engagement of Dworken,  Hillman,
LaMorte & Sterczala,  P.C. was approved in advance by the audit  committee,  and
none of those  engagements made use of the de minimus  exception to pre-approval
contained in the SEC's rules.

      Our board has  determined  that the chairman of the audit  committee,  Mr.
Robertson,  is an "audit committee financial expert," as that term is defined in
Item 401(h) of  Regulation  SK, and  "independent"  for  purposes of current and
recently-adopted   Nasdaq  listing   standards  and  Section  10A(m)(3)  of  the
Securities Exchange Act of 1934.

Compensation Committee Interlocks and Insider Participation

      During 2005, the compensation committee consisted of Messrs.  Einselen and
Robertson,  both of whom are non-employee directors. In December 2000, we issued
10-year 12%  subordinated  convertible  debentures  in the  aggregate  principal
amount of $50,000 to Messrs.  Einselen and  Robertson.  In January  2004,  these
debentures  were acquired by  Kinderhook  Partners,  LP, in a private  placement
transaction  from the holders and were  subsequently  converted in shares of our
common stock. To our knowledge,  no member of the  Compensation  Committee has a
relationship  that would constitute an interlocking  relationship with executive
officers or directors of another entity.


                                       23
<PAGE>

                        REPORT OF COMPENSATION COMMITTEE

To the Board of Directors:

Compensation policies applicable to executive officers

      The purpose of the Company's executive compensation program is to attract,
retain and motivate  qualified  executives to manage the business of the Company
so as to maximize profits and shareholder value.  Executive  compensation in the
aggregate is made up principally of the executive's  annual base salary, a bonus
based upon operating earnings, a discretionary bonus which may be awarded by the
Company's  Compensation  Committee  and awards of Company stock or stock options
under the Company's  Stock Option Plans.  The Company's  Compensation  Committee
annually  considers  and makes  recommendations  to the Board of Directors as to
executive  compensation  including changes in base salary, bonuses and awards of
Company stock or stock options.

      Consistent  with the  above-noted  purpose of the  executive  compensation
program,  it is the policy of the  Compensation  Committee,  in recommending the
aggregate annual  compensation of executive officers of the Company, to consider
the  overall  performance  of the Company and the  individual  contribution  and
performance of the executive.  The performance of the Company is the significant
factor.  While  shareholders' total return is important and is considered by the
Compensation Committee, it is subject to the vagaries of the public market place
and the Company's compensation program focuses on the Company's strategic plans,
corporate performance  measures,  and specific corporate goals which should lead
to a  favorable  stock  price.  The  corporate  performance  measure  which  the
Compensation Committee considers include sales,  earnings,  return on equity and
comparisons of sales and earnings with prior years and with budgets.

      The Compensation Committee does not rely on any fixed formulae or specific
numerical  criteria in  determining an executive's  aggregate  compensation.  It
considers  both  corporate  and  personal  performance   criteria,   competitive
compensation  levels, the economic environment and changes in the cost of living
as well as the  recommendations of management.  The Compensation  Committee then
exercises  business  judgment based on all of these criteria and the purposes of
the executive compensation program.

Compensation of the chief executive officer

      Mr.  Wachtel's  base salary of $205,000 and bonus of $125,000 for 2005 was
based principally on his rights under his employment agreement with the Company.

      Mr.  Wunderlich's  base salary of $100,000  and bonus of $125,000 for 2005
was based  principally  on his rights under his  employment  agreement  with the
Company.

      Section  162(m)  of  the  Internal   Revenue  Code  of  1996,  as  amended
(the"Code"),  generally  disallows  a tax  deduction  to  public  companies  for
compensation  over $1 million paid to the Company's chief executive  officer and
four other most highly compensated  executive officers,  unless the compensation
is considered  performance based. The compensation disclosed in this report does
not exceed the $1 million  limit,  and executive  compensation  for 2006 is also
expected  to  qualify  for  deductibility.  The  Company  currently  intends  to
structure the performance-based  portion of its executive officers' compensation
to achieve maximum  deductibility  under Section 162(m) of the code with minimal
sacrifices in flexibility and corporate objective.

                        Respectfully submitted,

                        AutoInfo, Inc. Compensation Committee
                        (Thomas Robertson and Peter Einselin)


                                       24
<PAGE>

Code of Ethics

      We have adopted a code of ethics that applies to our  principal  executive
officer,  principal  financial  officer  and other  persons  performing  similar
functions.    This   code   of   ethics   is   posted   on   our    website   at
www.suntecktransport.com.

Section 16(a) beneficial ownership reporting compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors,  and persons who own more than ten percent of a registered  class
of our equity securities,  to file reports of ownership and changes in ownership
with the SEC. Officers,  directors and greater than ten-percent stockholders are
required by SEC  regulation to furnish us with copies of all Section 16(a) forms
they file.  Based solely on review of the copies of such forms  furnished to us,
or written  representations  that no Forms 5 were required,  we believe that all
Section 16(a) filing requirements  applicable to our officers and directors were
complied with.

                               COMPANY PERFORMANCE
     AND COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN AMONG AUTOINFO, INC.,
                           THE NASDAQ COMPOSITE INDEX,
                     AND THE DOW JONES TRANSPORTATION INDEX

            The following graph shows a five year comparison of cumulative total
returns for AutoInfo,  the NASDAQ Composite Index, and the Nasdaq Transportation
Index.

         [THE DATA BELOW REPRESENTS A LINE CHART IN THE PRINTED REPORT]

              NASDAQ COMPOSITE          DOW JONES
                   INDEX           TRANSPORTATION INDEX        AUTOINFO, INC.

2000*               1.00                   1.00                     1.00
2001                0.79                   0.73                     4.00
2002                0.54                   0.78                     6.33
2003                0.81                   1.02                     9.67
2004                0.88                   1.29                    20.33
2005                0.89                   1.42                    19.33


                                       25
<PAGE>

Item 11. EXECUTIVE COMPENSATION

Summary compensation.

      The following table sets forth certain information concerning compensation
paid for services in all  capacities  awarded to, earned by or paid to our chief
executive  officer  and the other most  highly  compensated  executive  officers
during  2005,  2004 and 2003  whose  aggregate  compensation  exceeded  $100,000
("Named Executive Officers").

<TABLE>
<CAPTION>
                                                                                            All other
Name and principal position                                Salary           Bonus         compensation
---------------------------------------------------    --------------   -------------   ----------------
<S>                                                       <C>              <C>                  <C>
Harry Wachtel
President and chief executive officer
    2005........................................          $205,000         $125,000             --
    2004........................................          $205,000         $125,000             --
    2003........................................          $175,000          $51,531             --

William Wunderlich
Executive vice president and chief financial
    officer
    2005........................................          $100,000         $125,000             --
    2004........................................          $100,000         $125,000             --
    2003........................................          $ 93,750         $ 55,281             --

Mark Weiss
National account executive
    2005........................................          $122,703               --             --
    2004........................................          $107,503               --             --
    2003........................................          $118,592               --             --
</TABLE>

Option grants during the year ended December 31, 2005, 2004 and 2003

      Our  compensation  committee  did  not  grant  any  options  to the  Named
Executive Officers during the years ended December 31, 2005, 2004 and 2003.

      Option exercises and year-end option values.  The following table provides
information  with respect to options  exercised by the Named Executive  Officers
during 2005 and the number and value of  unexercised  options  held by the Named
Executive Officers as of December 31, 2005.

    Aggregated Option Exercise in Last Fiscal Year and Year-End Option Values

<TABLE>
<CAPTION>
                                                         Number of Shares Underlying      Value of Unexercised In-the-
                                                        Unexercised Options at Fiscal        Money Options At Fiscal
                                                                  Year-End                         Year-End (2)
                                                        -----------------------------     -----------------------------
                       Shares Acquired     Value
Name                     on Exercise    Realized (1)    Exercisable     Unexercisable     Exercisable     Unexercisable
----                     -----------    ------------    -----------     -------------     -----------     -------------
<S>                         <C>           <C>              <C>                   <C>        <C>                  <C>
Harry Wachtel                   --              --              --               --               --             --
Mark Weiss                      --              --              --               --               --             --
William Wunderlich          40,000        $ 17,000         770,000               --         $370,000             --
</TABLE>

----------
(1)   For the purposes of this  calculation,  value is based upon the difference
      between the  exercise  price of the options and the stock price at date of
      exercise.

(2)   For the purposes of this  calculation,  value is based upon the difference
      between the exercise price of the  exercisable and  unexercisable  options
      and the stock price at December 31, 2005 of $0.58 per share.


                                       26
<PAGE>

                      Equity Compensation Plan Information
                          Year Ended December 31, 2005

<TABLE>
<CAPTION>
                                                                                              Number of securities
                                                                                             remaining available for
                                          Number of securities       Weighted-average         future issuance under
                                           to be issued upon         exercise price of         equity compensation
                                              exercise of               outstanding              plans (excluding
                                          outstanding options,       options, warrants         securities reflected
           Plan Category                  warrants and rights           and rights                in column (a))
-------------------------------------    -----------------------    --------------------     ------------------------
                                                   (a)                       (b)                        (c)
<S>                                             <C>                           <C>                      <C>
Equity compensation plans
   approved by security holders
   (1985, 1986, 1989, 1992,
   1997, 1999, 2003 and 2005
   Stock Option Plans) (1) ...........          7,081,000                     $0.37                    958,000
                                               ==========                ==========                 ==========

Total ................................          7,081,000                     $0.37                    958,000
                                               ==========                ==========                 ==========
</TABLE>

(1)   We do not have any equity  compensation plans which have not been approved
      by security holders.

Employment Agreements

      We  have  employment  agreements  with  Messrs.   Wachtel  and  Wunderlich
providing  for  their  employment,  as our  chief  executive  officer  and chief
financial  officer,  respectively,  for terms  expiring  on December  31,  2008,
subject to automatic  one-year renewals unless either party gives written notice
ninety  days prior to the end of the then  current  term of the  agreement.  The
agreements   provide  for  annual  base   salaries  of  $250,000  and  $175,000,
respectively,  and for participation in all executive benefit plans. Each of Mr.
Wachtel's  and Mr.  Wunderlich's  agreements  provide  that  they  will  each be
entitled to a bonus equal to 10% of our consolidated  pre-tax profit (as defined
in  their  respective  employment  agreements)  up to  $1,250,000  and 5% of our
consolidated  pre-tax profit in excess of  $1,250,000.  Further,  Mr.  Wachtel's
agreement  provides,  among other  things,  that,  if  employment  is terminated
without cause (as defined  therein) or if he terminates  his employment for good
reason (as defined  therein) or within six months  after a change of control (as
defined  therein),  we will pay him an  amount  equal to his then  current  base
salary plus the average  incentive  compensation due to him during the remaining
term of the agreement.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

      The following table, together with the accompanying footnotes,  sets forth
information, as of March 7, 2006, regarding stock ownership of all persons known
by us to own  beneficially  5% or  more of our  outstanding  common  stock,  all
directors,  Named Executive Officers and all directors and executive officers as
a group.

      We determined beneficial ownership in accordance with rules promulgated by
the  SEC,  and the  information  is not  necessarily  indicative  of  beneficial
ownership for any other purpose.  Except as otherwise indicated, we believe that
the  persons or  entities  named in the  following  table  have sole  voting and
investment  power with  respect to all  shares of common  stock as  beneficially
owned by them, subject to community property laws where applicable.


                                       27
<PAGE>

             Name of                      Shares of Common Stock     Percentage
       Beneficial Owner (1)                 Beneficially Owned      Of Ownership
       --------------------                 ------------------      ------------

(i) Directors and Executive Officers
Harry Wachtel                                   6,510,000(2)            20.5%
Thomas C. Robertson                               380,000(3)             1.2%
Peter C. Einselen                                 510,000(3)             1.6%
Mark Weiss                                        900,000(5)             2.8%
William I. Wunderlich                           1,322,000(4)(6)          4.1%
All executive officers and directors
as a group (5 persons)                          8,315,000(7)            25.1%

(ii) 5% Stockholders
James T. Martin                                 6,270,000               19.7%
Kinderhook Partners, LP                         6,159,000               19.4%

----------
(1)   Unless otherwise  indicated below,  each director,  executive  officer and
      each 5% stockholder  has sole voting and investment  power with respect to
      all shares beneficially owned. The address for Mr. Wachtel,  Mr. Weiss and
      Mr.  Wunderlich is c/o AutoInfo,  Inc., 6413 Congress  Avenue,  Suite 260,
      Boca Raton,  FL 33487.  The address  for Mr.  Martin is c/o Bermuda  Trust
      Company, Compass Point Road, 9 Bermudian Road, Hamilton HM11, Bermuda. The
      address for Kinderhook  Partners,  LP is One Executive  Drive,  Suite 160,
      Fort Lee, NJ 07024.

(2)   Includes  1,307,000  shares  with  respect to which Mr.  Wachtel  has been
      granted voting rights pursuant to voting proxy agreements.

(3)   Includes 280,000 shares issuable upon the exercise of stock options.

(4)   Includes 280,000 shares issuable upon the exercise of stock options.

(5)   Includes 900,000 with respect to which Mr. Weiss has granted voting rights
      to Mr.  Wachtel  pursuant to a voting proxy  agreement.  Mr. Weiss retains
      full control over the disposition of these shares.

(6)   Includes  407,000 with respect to which Mr.  Wunderlich has granted voting
      rights to Mr. Wachtel pursuant to a voting proxy agreement. Mr. Wunderlich
      retains full control over the disposition of these shares.

(7)   Assumes  that all  currently  exercisable  options  or  warrants  owned by
      members of this group have been exercised.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In December  2000,  we obtained  financing  totaling  $575,000,  including
$363,000 from certain related parties,  in the form of ten year 12% subordinated
convertible debentures. The financing was provided in part by Harry Wachtel, our
president and chief executive officer ($200,000),  William Wunderlich, our chief
financial officer ($25,000),  two of our outside  independent  directors,  Peter
Einselen  ($25,000)  and  Thomas  Robertson  ($25,000),   and  James  Martin,  a
significant stockholder ($88,000). Interest of $4,000 and $69,000 was charged to
operations in 2004 and 2003,  respectively.  In January 2004,  these  debentures
were acquired by Kinderhook Partners, LP in a private placement transaction from
the holders and were subsequently  converted into 2,300,000 shares of our common
stock.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

                                               2005          2004
                                             -------       -------
Audit fees                                   $55,000       $48,000
Audit related fees                                --            --
Tax fees                                          --            --
All other fees                                    --            --
       Total fees                            $55,000       $48,000
                                             -------       -------


                                       28
<PAGE>

Audit Committee Pre-Approval Policies and Procedures

      Our  audit  committee  charter  provides  that the  audit  committee  will
pre-approve  audit  services  and  non-audit  services  to be  provided  by  our
independent auditor before the auditor is engaged to render these services.  The
audit committee may consult with management in the decision-making  process, but
may not delegate this authority to management.  The audit committee may delegate
its authority to pre-approve services to one or more committee members, provided
that the designees  present the  pre-approvals to the full committee at the next
committee meeting.

                                     PART IV

Item 15. EXHIBITS

Exhibits
--------

No. 3A      Certificate of Incorporation of the Company, as amended. (9)

No. 3B      Amended and Restated By-Laws of the Company. (5)

No. 4A      Specimen Stock Certificate. (2)

No. 10A     1986 Stock Option Plan. (1)

No. 10B     1989 Stock Option Plan. (3)

No. 10C     1992 Stock Option Plan. (4)

No. 10D     1997 Stock Option Plan. (6)

No. 10E     1997 Non-Employee Stock Option Plan. (6)

No. 10F     1999 Stock Option Plan. (8)

No. 10G     Form of Agreement and Plan of Reorganization among AutoInfo, Inc. on
            the one hand, and Sunteck  Transport Co., Inc., et al., on the other
            hand, dated June 22, 2000. (7)

No. 10H     Form of Debenture dated December 6, 2000. (7)

No. 10I     Employment  Agreement  between  AutoInfo,  Inc. and Harry M. Wachtel
            dated as of December 7, 2000. (9)

No. 10J     Employment  Agreement between AutoInfo,  Inc. and William Wunderlich
            dated December 7, 2000. (9)

No. 10K     Amendment to Employment  Agreement between AutoInfo,  Inc. and Harry
            M. Wachtel dated as of May 7, 2005.*

No. 10L     Amendment to Employment Agreement between AutoInfo, Inc. and William
            Wunderlich dated May 7, 2005.*


                                       29
<PAGE>

No. 10M     Stock  Purchase  Agreement  between  AutoInfo,  Inc  and  Kinderhook
            Partners, LP dated January 21, 2005.(10)

No. 10N     Registration Rights Agreement between AutoInfo,  Inc. and Kinderhook
            Partners, LP, et al, dated October 4, 2005.(10)

No. 10O     Registration Rights Agreement between AutoInfo,  Inc. and Kinderhook
            Partners, LP, et al, dated January 5, 2006.*

No. 10P     First Amendment to Revolving Credit and Security  Agreement  between
            Wachovia Bank and AutoInfo, Inc., et al (10)

No. 10Q     Second Amendment to Revolving Credit and Security  Agreement between
            Wachovia Bank and AutoInfo, Inc., et al *

No. 14A     Code of Ethics.(10)

No. 21A     Subsidiaries of the Registrant. (10)

No. 23A     Consent of Dworken, Hillman, LaMorte & Sterczala,  P.C., independent
            registered public accounting firm.*

31A         Certification of Chief Executive  Officer Pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.*

31B         Certification of Chief Financial  Officer Pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.*

32A         Certification  of Chief  Executive  Officer  Pursuant  to 18  U.S.C.
            Section   1350,   as  adopted   Pursuant   to  Section  906  of  the
            Sarbanes-Oxley Act of 2002.*

32B         Certification  of Chief  Financial  Officer  Pursuant  to 18  U.S.C.
            Section   1350,   as  adopted   Pursuant   to  Section  906  of  the
            Sarbanes-Oxley Act of 2002.*

----------
*Filed as an exhibit hereto.

(1)   This  Exhibit was filed as an Exhibit to our  definitive  proxy  statement
      dated October 20, 1986 and is incorporated herein by reference.

(2)   This  Exhibit was filed as Exhibit to our  Registration  Statement on Form
      S-1 (File No. 33-15465) and is incorporated herein by reference.

(3)   This  Exhibit was filed as an Exhibit to our  definitive  proxy  statement
      dated September 25, 1989 and is incorporated herein by reference.

(4)   This Exhibit was filed as an Exhibit our definitive  proxy statement dated
      October 2, 1992 and is incorporated herein by reference.

(5)   This  Exhibit  was filed as an Exhibit to our  Current  Report on Form 8-K
      dated March 30, 1995 and is incorporated herein by reference.

(6)   This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for
      the year ended December 31, 1997 and is incorporated herein by reference.

(7)   This  Exhibit  was filed as an Exhibit to our  Current  Report on Form 8-K
      dated December 6, 2000 and is incorporated herein by reference.


                                       30
<PAGE>

(8)   This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for
      the year ended December 31, 1999 and is incorporated herein by reference.

(9)   This  Exhibit was filed as an Exhibit to our Annual  Report on Form 10-KSB
      for the year  ended  December  31,  2000  and is  incorporated  herein  by
      reference.

(10)  This  Exhibit was filed as an Exhibit to our Annual  Report on Form 10-KSB
      for the year  ended  December  31,  2004  and is  incorporated  herein  by
      reference.


                                       31
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of  Section  13 or 15(d),  the  Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
March 15, 2006 on its behalf by the undersigned, thereunto duly authorized.

                                        AutoInfo, Inc.

                                        By: /s/ Harry M. Wachtel
                                            ------------------------------------
                                             Harry M. Wachtel, President and
                                             Chief Executive Officer

      Pursuant to the  requirements  of the Securities Act of 1934,  this Report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated.

<TABLE>
<S>                                 <C>                                      <C>

/s/ Harry M. Wachtel
------------------------------
Harry M. Wachtel                    President, Chief Executive Officer       March 15, 2006
                                      and Chairman of the Board
                                      (Principal Executive Officer)


/s/ William I. Wunderlich
------------------------------
William I. Wunderlich               Chief Financial Officer
                                      (Principal Accounting Officer)         March 15, 2006


/s/ Mark Weiss
------------------------------
Mark Weiss                          Director                                 March 15, 2006


/s/ Peter C. Einselen
------------------------------
Peter C. Einselen                   Director                                 March 15, 2006


/s/ Thomas C. Robertson
------------------------------
Thomas C. Robertson                 Director                                 March 15, 2006
</TABLE>


                                       32
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                      F-2

Consolidated Balance Sheets as of December 31, 2005 and 2004                 F-3

Consolidated Statements of Income for the Years Ended
       December 31, 2005, 2004 and 2003                                      F-4

Consolidated Statements of Stockholders' Equity for the Years Ended
       December 31, 2005, 2004 and 2003                                      F-5

Consolidated Statements of Cash Flows
       for the Years Ended December 31, 2005, 2004 and 2003                  F-6

Notes to Consolidated Financial Statements                                   F-7

Information  required by schedules called for under Regulation S-X is either not
applicable  or is included in the  Consolidated  Financial  Statements  or Notes
thereto.


                                      F-1
<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
AutoInfo, Inc.

We have audited the accompanying  consolidated balance sheets of AutoInfo,  Inc.
and subsidiaries as of December 31, 2005 and 2004, and the related  consolidated
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 2005. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of AutoInfo, Inc. and subsidiaries
as of December 31, 2005 and 2004 and the results of their  operations  and their
cash flows for each of the three years in the period ended  December 31, 2005 in
conformity with accounting principles generally accepted in the United States of
America.

February 3, 2006
Shelton, Connecticut

                                 /s/ Dworken, Hillman, LaMorte & Sterczala, P.C.
                                 -----------------------------------------------
                                 Dworken, Hillman, LaMorte & Sterczala, P.C.


                                      F-2
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       December 31,
                                                                              -----------------------------
                                                                                  2005             2004
                                                                              ------------     ------------
<S>                                                                           <C>              <C>
               ASSETS (Note 2)

Current assets:
   Cash and cash equivalents                                                  $    419,000     $     38,000
   Accounts receivable, net of allowance for doubtful accounts
     of $201,000 and $125,000 as of December 31, 2005 and
     2004, respectively                                                         12,735,000        9,658,000
   Deferred income taxes  (Note 4)                                                 860,000          369,000
   Other current assets                                                            255,000          679,000
                                                                              ------------     ------------

Total current assets                                                            14,269,000       10,744,000

Fixed assets, net of depreciation                                                  292,000           69,000

Deferred income taxes (Note 4)                                                   2,047,000          952,000

Other assets                                                                        38,000           30,000
                                                                              ------------     ------------

                                                                              $ 16,646,000     $ 11,795,000
                                                                              ============     ============

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Loan payable (Note 2)                                                      $  1,280,000     $  1,998,000
   Accounts payable and accrued liabilities                                      7,235,000        5,385,000
                                                                              ------------     ------------

Total current liabilities                                                        8,515,000        7,383,000
                                                                              ------------     ------------

Commitments and contingencies (Note 5)

Stockholders' equity : (Note 6)
  Common stock - authorized 100,000,000 shares, $.001 par
     value; issue and outstanding 31,624,000 and 31,218,000 as
     of December 31, 2005 and 2004, respectively                                    32,000           31,000
   Other capital                                                                   549,000          324,000
   Deferred compensation                                                          (413,000)        (277,000)
  Additional paid-in capital                                                    19,047,000       19,026,000
  Deficit                                                                      (11,084,000)     (14,692,000)
                                                                              ------------     ------------

  Total stockholders' equity                                                     8,131,000        4,412,000
                                                                              ------------     ------------

                                                                              $ 16,646,000     $ 11,795,000
                                                                              ============     ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-3
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                    For The Years Ended December 31,
                                             ----------------------------------------------
                                                 2005             2004             2003
                                             ------------     ------------     ------------
<S>                                          <C>              <C>              <C>
Gross revenues                               $ 68,040,000     $ 46,492,000     $ 27,171,000
Cost of transportation                         54,486,000       37,758,000       22,095,000
                                             ------------     ------------     ------------

Net revenues                                   13,554,000        8,734,000        5,076,000
                                             ------------     ------------     ------------

Commissions                                     8,348,000        5,179,000        2,955,000
Operating expenses                              3,005,000        2,519,000        1,466,000
                                             ------------     ------------     ------------
                                               11,353,000        7,698,000        4,421,000
                                             ------------     ------------     ------------

Income from operations                          2,201,000        1,036,000          655,000

Interest expense (Note 3)                          56,000           50,000          109,000
                                             ------------     ------------     ------------

Income before income taxes (benefit)            2,145,000          986,000          546,000
Income taxes (benefit)  (Note 4)               (1,463,000)        (480,000)        (754,000)
                                             ------------     ------------     ------------

Net income                                   $  3,608,000     $  1,466,000     $  1,300,000
                                             ============     ============     ============

Net income per share:
   Basic                                     $        .11     $        .05     $        .05
   Diluted                                   $        .11     $        .04              .05

Weighted average number of common shares:
   Basic                                       31,520,000       30,915,000       27,355,000
   Diluted                                     33,920,000       33,438,000       28,789,000
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-4
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                    Shares of
                                      Common                                                         Additional
                                      Stock           Common          Other          Deferred        Paid - In
                                   Outstanding        Stock          Capital       Compensation       Capital          Deficit
                                   ------------    ------------    ------------    ------------     ------------    ------------
<S>                                  <C>           <C>             <C>             <C>              <C>             <C>
Balance January 1, 2003              27,348,000    $     27,000    $               $                $ 18,019,000    $(17,458,000)

Exercise of stock options                35,000                                                            4,000

Net income                                                                                                             1,300,000
                                   ------------    ------------    ------------    ------------     ------------    ------------

Balance, December 31, 2003           27,383,000          27,000              --              --       18,023,000     (16,158,000)

Sale of common shares                 1,333,000           2,000                                          415,000

Conversion of subordinated
  debentures  (Note 3)                2,300,000           2,000                                          573,000

Exercise of stock options               202,000              --                                           15,000

Shares granted under stock
 option plans to non-employees                                          324,000        (324,000)

Compensation expense                                                                     47,000

Net income                                                                                                             1,466,000
                                   ------------    ------------    ------------    ------------     ------------    ------------

Balance, December 31, 2004           31,218,000    $     31,000    $    324,000    $   (277,000)    $ 19,026,000    $(14,692,000)

Exercise of stock options               406,000           1,000                                           21,000

Shares granted under stock
  option plans to non-employees                                         261,000        (261,000)

Cancellation of stock options                                           (36,000)         36,000

Compensation expense                                                                     89,000

Net income                                                                                                             3,608,000
                                   ------------    ------------    ------------    ------------     ------------    ------------

Balance, December 31, 2005           31,624,000    $     32,000    $    549,000    $   (413,000)    $ 19,047,000    $(11,084,000)
                                   ============    ============    ============    ============     ============    ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-5
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               For The Years Ended December 31,
                                                            2005             2004             2003
                                                        ------------     ------------     ------------
<S>                                                     <C>              <C>              <C>
Cash flows from operating activities:
  Net income                                            $  3,608,000     $  1,466,000     $  1,300,000
  Adjustments to reconcile net income to net
    cash provided by (used in) operating activities:
      Change in allowance for doubtful accounts               76,000           65,000               --
      Depreciation and amortization expenses                  85,000           40,000           38,000
      Deferred compensation expense                           89,000           47,000               --
      Deferred income taxes                               (1,586,000)        (537,000)        (784,000)

Changes in assets and liabilities:
    Accounts receivable, net                              (3,153,000)      (4,842,000)      (1,885,000)
    Other current assets                                     424,000         (398,000)        (218,000)
    Other assets                                              (8,000)         105,000           (2,000)
    Accounts payable and accrued liabilities               1,850,000        2,612,000          492,000
                                                        ------------     ------------     ------------

Net cash provided by (used in) operating activities        1,385,000       (1,442,000)      (1,059,000)
                                                        ------------     ------------     ------------

Cash flows from investing activities:
    Capital expenditures                                    (307,000)         (37,000)         (42,000)
                                                        ------------     ------------     ------------

Net cash used in investing activities                       (307,000)         (37,000)         (42,000)
                                                        ------------     ------------     ------------

Cash flows from financing activities:
    Sale of common shares                                         --          417,000               --
    Exercise of stock options                                 21,000           15,000            4,000
    (Decrease) increase in  loan payable, net               (718,000)         952,000          546,000
                                                        ------------     ------------     ------------

Net cash  provided by (used in) financing activities        (697,000)       1,384,000          550,000
                                                        ------------     ------------     ------------

Net change in cash and cash equivalents                      381,000          (95,000)        (551,000)
Cash and cash equivalents, beginning of year                  38,000          133,000          684,000
                                                        ------------     ------------     ------------

Cash and cash equivalents, end of year                  $    419,000     $     38,000     $    133,000
                                                        ============     ============     ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-6
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 and 2003

Note 1 - Business and Summary of Significant Accounting Policies

Business Overview

      Through  its  wholly-owned   subsidiary,   Sunteck   Transport  Co.,  Inc.
(Sunteck),  the Company is a non-asset based  transportation  services  company,
providing   transportation  capacity  and  related  transportation  services  to
shippers  throughout the United States,  and to a lesser  extent,  Canada.  As a
non-asset  based  provider of  brokerage  and  contract  carrier  transportation
services,  the Company does not own any  equipment and its services are provided
through  strategic  alliances with less than  truckload,  truckload,  air, rail,
ocean common  carriers and  independent  owner-operators  to service  customers'
needs.  The Company's  non-asset  based services  include ground  transportation
coast to coast, local pick up and delivery,  air freight and ocean freight.  The
Company's  business  services  emphasize  safety,  information  coordination and
customer service and are delivered through a network of independent commissioned
sales  agents  and  third  party  capacity  providers  coordinated  by  it.  The
independent commissioned sales agents typically enter into exclusive contractual
arrangements  with the  Company and are  responsible  for  locating  freight and
coordinating  the  transportation  of the freight  with  customers  and capacity
providers. The third party capacity providers consist of independent contractors
who provide truck capacity to the Company, including owner-operators who operate
under the Company's contract carrier license, air cargo carriers and railroads.

      The  Company's  brokerage  services  are  provided  though  a  network  of
independent sales agents throughout the United States and Canada.  The Company's
services  include  arranging for the  transport of  customers'  freight from the
shippers  location to the designated  destination.  The Company does not own any
trucking  equipment  and relies on  independent  carriers  for the  movement  of
customers' freight. The Company seeks to establish long-term  relationships with
its  customers  and  provides a variety of logistics  services and  solutions to
eliminate inefficiencies in itscustomers' supply chain management.

      The Company's contract carrier services, which commenced in 2003, are also
provided  through  a  network  of  independent   sales  agents  and  independent
owner-operators  throughout  the  United  States.  The  Company  does no own any
trucking  equipment;  its independent  owner-operators  lease onto the Company's
operating authority and transport freight under the its name.

Summary of Significant Accounting Policies

Basis of Presentation

      The  financial  statements  of the Company  have been  prepared  using the
accrual basis of accounting under accounting  principles  generally  accepted in
the United States of America (GAAP).


                                      F-7
<PAGE>

Principles of Consolidation

      The  consolidated   financial  statements  include  the  accounts  of  the
AutoInfo, Inc. (the Company), its wholly-owned subsidiary Sunteck Transport Co.,
Inc.  and its  wholly-owned  subsidiary  Sunteck  Transport &  Logistics,  Inc.,
(collectively,  Sunteck). All significant intercompany balances and transactions
have been eliminated in consolidation.

Use of Estimates

      The  preparation  of these  financial  statements in conformity  with GAAP
requires  management to make certain estimates and assumptions.  These estimates
and  assumptions  affect  the  reported  amounts  of  assets,   liabilities  and
contingent  liabilities at the date of the financial statements and the reported
amounts of revenue  and  expenses  during the  periods  presented.  The  Company
believes that all such  assumptions  are  reasonable  and that all estimates are
adequate, however, actual results could differ from those estimates.

Revenue Recognition

      As a third party  transportation  logistics provider,  the Company acts as
the  shippers'  agent and arranges  for a carrier to handle the  freight.  Gross
revenues  consist of the total dollar  value of services  purchased by shippers.
Revenue is  recognized  upon the delivery of freight,  at which time the related
transportation cost, including commission, is also recognized. At that time, the
Company's  obligations are completed and collection of receivables is reasonably
assured.

      Emerging  Issues  Task Force No.  99-19,  "Reporting  Revenues  Gross as a
Principal  Versus  Net as an  Agent"  (EITF  99-19),  establishes  criteria  for
recognizing revenues on a gross or net basis. The Company is the primary obligor
in its transactions,  has all credit risk, maintains  substantially all risk and
rewards,  has discretion in selecting the supplier,  and has latitude in pricing
decisions.  Accordingly,  the  Company  records  all  transactions  at the gross
amount, consistent with the provisions of EITF 99-19.

Cash and Cash Equivalents

      Cash and cash equivalents consist of cash in banks.

Provision For Doubtful Accounts

      The Company  continuously  monitors the  creditworthiness of its customers
and has  established an allowance for amounts that may become  uncollectible  in
the future based on current economic trends, its historical payment and bad debt
write-off experience, and any specific customer related collection issues.

Fixed Assets

      Fixed assets as of December 31, 2005 and 2004, consisting predominantly of
furniture, fixtures equipment and proprietary software, were carried at cost net
of accumulated  depreciation.  Depreciation  of fixed assets was provided on the
straight-line method over the estimated useful lives of the related assets which
range from three to five years.


                                      F-8
<PAGE>

Income Per Share

      Basic  income  per share is based on net income  divided  by the  weighted
average  number  of  common  shares   outstanding.   Common  stock   equivalents
outstanding were 2,400,000,  2,523,000 and 1,434,000 for the year ended December
31, 2005, 2004 and 2003, respectively.

Income Taxes

      The Company  utilizes the asset and liability  method for  accounting  for
income  taxes.  Under the asset and  liability  method,  deferred tax assets and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and  their  respective  tax bases and  future  benefits  to be
recognized  upon  the  utilization  of  certain  operating  loss  carryforwards.
Deferred  tax  assets and  liabilities  are  measured  using  enacted  tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

Stock-Based Compensation

      The Company applies Statement of Financial  Accounting  Standards No. 123,
"Accounting for Stock Based  Compensation" (SFAS 123). As permitted by SFAS 123,
the Company has chosen to continue to apply Accounting  Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and, accordingly, no
compensation  cost has been  recognized for stock options issued to employees in
the financial  statements.  As discussed  below in "Recently  Issued  Accounting
Standards", the Company will adopt SFAS 123R in the first quarter of 2006.

      The  pro-forma  effect of options  issued to  employees  on net income and
earnings per share, utilizing the Black-Scholes option-pricing model, consistent
with the  method  stipulated  by SFAS 123,  was not  material  to the  Company's
results of operations.

      The Company accounts for stock options issued to  non-employees  using the
fair  value  method  in  accordance  with  SFAS  123.   Deferred   compensation,
representing  the  fair  market  value  of  the  options  issued  utilizing  the
Black-Scholes  option-pricing  model,  is charged to  earnings  over the vesting
period.

Recently Issued Accounting Standards

      In May 2005,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting Standards (SFAS) No. 154, "Accounting Changes
and Error  Corrections"  (SFAS  154),  which  supersedes  Accounting  Principles
Bulletin (APB) Opinion No. 20,  "Accounting  Changes" and SFAS No. 3, "Reporting
Accounting  Changes in  Interim  Financial  Statements."  SFAS 154  changes  the
requirements  for the  accounting  for and  reporting  of changes in  accounting
principle.  The statement requires the retroactive application to prior periods'
financial  statements  of  changes  in  accounting  principles,   unless  it  is
impracticable  to determine either the period specific effects or the cumulative
effect of the change.  SFAS 154 does not change the guidance for  reporting  the
correction of an error in previously  issued financial  statements or the change
in an  accounting  estimate.  SFAS 154 is effective for  accounting  changes and
corrections  of errors made in fiscal years  beginning  after December 15, 2005.
The  adoption  of SFAS 154 is not  expected  to have a  material  impact  on our
consolidated financial statements.


                                      F-9
<PAGE>

      In December  2004,  the FASB issued SFAS No. 123R,  "Share-Based  Payment"
(SFAS  123R),  which is a revision  of SFAS No. 123 and  supersedes  APB No. 25,
"Accounting  for Stock Issued to Employees."  SFAS 123R requires  employee stock
options to be valued at fair value on the date of grant,  and charged to expense
in the Company's  consolidated  financial statements over the applicable vesting
period. We will adopt the new standard using the modified  prospective method in
the first quarter of 2006.  Under this method,  compensation  cost is recognized
beginning with the effective date for all share based payments granted after the
effective  date and for all awards  granted to employees  prior to the effective
date that remain unvested. SFAS 123R also amends SFAS No. 95, "Statement of Cash
Flows",  requiring  that any excess tax benefits  received  upon the exercise of
options be reflected  as  financing  cash  inflows  rather than  operating  cash
inflows.  Adoption of SFAS 123R will not change our accounting for  non-employee
stock options.  Based on current employee stock options outstanding,  management
estimates that adoption of SFAS 123R will result in compensation expense related
to employee stock options of approximately $18,000 in 2006.

Segment Information

      The  Company  provides   transportation  capacity  and  related  logistics
services  through its integrated  network of independent  agents and third party
capacity  providers.   For  the  purpose  of  applying  Statement  of  Financial
Accounting  Standards No. 131,  "Disclosures About Segments of an Enterprise and
Related  Information",  management has  determined  that it operates in a single
business segment.

Reclassifications

      Certain  prior year balances  have been  reclassified  to conform with the
current year presentation.  These  reclassifications had no effect on previously
reported net income.

Note 2 - Debt

Loan Payable

      In May 2003,  the  Company  entered  into a $1.5  million  Line of Credit,
expiring  in May  2004,  with  a  commercial  lending  institution,  secured  by
substantially  all  assets of the  Company.  In 2004,  this  Line of Credit  was
increased to $2.5 million,  expiring in June 2006.  The Line of Credit  provides
for  interest  at the  prime  rate  plus  1/2% and the  maintenance  of  certain
financial covenants.

Note 3 - Related Party Transactions

      In December 2000, the Company obtained  financing  totaling  $575,000 from
certain  related  parties in the form of ten year 12%  Subordinated  Convertible
Debentures  (Debentures).  In January 2004, these Debentures were converted into
2,300,000 shares of common stock.  Interest of $4,000 and $69,000 was charged to
operations in each of 2004 and 2003, respectively.

      In  August  2001,  the  Company  entered  into a  $500,000  Line of Credit
Agreement  with James T.  Martin,  a  significant  stockholder  of the  Company,
secured  by the  Company's  accounts  receivable.  Interest  on the  outstanding
borrowings was 17% per annum, payable quarterly in arrears. This credit facility
was repaid in full in May 2003. Interest of $35,000 was charged to operations in
2003.


                                      F-10
<PAGE>

Note 4- Income Taxes

      For the years ended  December 31, 2005,  2004 and 2003,  the provision for
income taxes consisted of the following:

<TABLE>
<CAPTION>
                                              2005                          2004                         2003
                                     Current        Deferred       Current        Deferred       Current       Deferred
                                   --------------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>            <C>            <C>            <C>
Income tax expense before
  application of operating
  loss carryforwards               $   841.000    $        --    $   393.000    $        --    $   205.000    $        --

Income tax expense (benefit)
 of operating loss carryforwards      (718,000)       718,000       (336,000)       336,000       (175,000)
Cahange in valuation
 allowance                                         (2,304,000)                     (873,000)                     (784,000)
                                   -----------    -----------    -----------    -----------    -----------    -----------

Income tax expense (benefit)       $   123,000    $(1,586,000)   $    57,000    $  (537,000)   $    30,000    $  (784,000)
                                   -----------    -----------    -----------    -----------    -----------    -----------
</TABLE>

      The following table reconciles the Company's  effective income tax rate on
income  from  operations  to the  Federal  Statutory  Rate for the  years  ended
December 31, 2005, 2004 and 2003:

                                                 2005        2004        2003
                                                ------      ------      ------
Federal Statutory Rate                            34.0%       34.0%       34.0%

State income taxes, net of federal benefit         3.4         5.7         3.6

Effect of:
   Utilization of operating loss carryforward    (34.0)      (34.0)      (34.0)
   Change in valuation allowance                 (44.0)      (54.4)     (141.6)
                                                ------      ------      ------
                                                 (40.6)%     (48.7)%    (138.0)%
                                                ======      ======      ======

      Deferred  taxes are  comprised  of the  following at December 31, 2005 and
2004:

                                                    December 31,    December 31,
                                                        2005            2004
                                                    ------------    ------------
      Deferred tax asset:
         Net operating loss carryforward            $ 4,872,000     $ 5,590,000
                                                    -----------     -----------

      Gross  deferred tax asset                       4,872,000       5,590,000
      Less: valuation allowance                      (1,965,000)     (4,269,000)
                                                    -----------     -----------

      Deferred tax asset                            $ 2,907,000     $ 1,321,000
                                                    ===========     ===========


                                      F-11
<PAGE>

      The deferred tax asset  represents  expected future tax savings  resulting
from the Company's net operating loss carryforward. As of December 31, 2005, the
Company has a net operating loss carryforward of approximately $14.3 million for
federal  income tax purposes  which expire  through  2014.  Utilization  of this
benefit is primarily subject to the extent of future earning of the Company, and
may be limited by,  among  other  things,  shareholder  changes,  including  the
possible  issuance by the Company of additional  shares in one or more financing
or acquisition  transactions.  The Company has established a valuation allowance
for the portion of the possible tax savings not likely to be realized by the end
of the carryforward period.

      Based  upon  available   objective   evidence,   including  the  Company's
post-merger history of profitability, management believes it is more likely than
not that  forecasted  taxable  income will be sufficient to utilize a portion of
the net operating loss carryforward before its expiration in 2014.  Accordingly,
in 2005,  2004 and 2003 the  valuation  allowance  was  reduced  by  $2,304,000,
$873,000 and $784,000, respectively. However, there can be no assurance that the
Company will meet its expectations of future income.

Note 5 - Commitments and Contingencies

Leases

      The  Company  is  obligated  under  non-cancelable  operating  leases  for
premises  expiring at various  dates through  April 2010.  Future  minimum lease
payments are $68,000,  $73,000, $68,000, $70,000 and $24,000 for the years ended
December 31, 2006, 2007, 2008, 2009 and 2010, respectively. Rent expense for the
years ended December 31, 2005,  2004 and 2003 was $97,000,  $76,000 and $53,000,
respectively.

Other Agreements

      The Company has employment agreements with Messrs. Wachtel and Wunderlich,
as chief executive officer and chief financial  officer,  respectively,  who are
also  stockholders.  The agreements  expire in December 31, 2008 and provide for
minimum annual  compensation of $250,000 and $175,000,  and bonuses equal to 10%
of the Company's  consolidated pre-tax profit (as defined) up to $1,250,000 and,
5% of our  consolidated  pre-tax profit in excess of  $1,250,000,  respectively.
Bonus payments to each of Messrs.  Wachtel and Wunderlich  were $125,000 for the
years ended  December  31,  2005 and 2004,  and $51,531 and $55,281 for the year
ended December 31, 2003, respectively.

Litigation

      The  Company is  involved in certain  litigation  arising in the  ordinary
course of its  business.  In the opinion of  management,  these matters will not
have a material adverse effect on the Company's financial position or liquidity.

Note 6 - Stockholders' Equity

Stock Option Plans

      The Company has eight stock option  plans;  its 1985,  1986,  1989,  1992,
1997, 1999, 2003 and 2005 Plan (collectively, the Plans). Pursuant to the Plans,
a total of  10,342,500  shares of Common Stock were made  available for grant of
stock options. Under the Plans, options have been granted to key


                                      F-12
<PAGE>

personnel for terms of up to ten years at not less than fair value of the shares
at the dates of grant and are  exercisable  in whole or in part at stated  times
commencing  one year  after the date of grant.  No further  grants  will be made
under the 1985, 1986, 1989 or 1992 Plans.

      Options  have been  granted  under the Plans to  independent  sales agents
under the same general  terms and  conditions  as options  granted to employees.
Such  option  grants are  primarily  based  upon  profits  generated  and act as
long-term  incentives  to remain  with the  Company.  Out of the  total  options
outstanding of 7,081,000 as of December 31, 2005, 5,011,000 have been granted to
independent sales agents.

      Option  activity for the years ended December 31, 2005,  2004 and 2003 was
as follows:

<TABLE>
<CAPTION>
                                               Granted                       Exercisable
                                      --------------------------      -------------------------
                                                       Weighted                       Weighted
                                                       Average                        Average
                                       Number of       Exercise        Number of      Exercise
                                        Shares          Price           Shares         Price
                                      ----------      ----------      ----------     ----------
<S>                                    <C>            <C>              <C>           <C>
Outstanding at January 1, 2003         2,583,000             .11       1,005,000     $      .09
                                                                      ----------     ----------
Forfeited                               (222,000)            .10               ~              ~
Exercised                                (35,000)            .10               ~              ~
Granted                                1,769,000             .20               ~              ~
                                      ----------      ----------

Outstanding at December 31, 2003       4,095,000      $      .15       1,802,000     $      .10
                                                                      ----------     ----------
Forfeited                               (736,000)            .16               ~              ~
Exercised                               (202,000)            .07               ~              ~
Granted                                2,437,000             .44               ~              ~

Outstanding December 31, 2004          5,594,000      $      .28       2,449,000     $      .15
                                                                      ----------     ----------
Forfeited                               (611,000)            .33               ~              ~
Exercised                               (406,000)            .13               ~              ~
Granted                                2,504,000             .54               ~              ~
                                      ----------      ----------

Outstanding December 31, 2005          7,081,000      $      .37       3,245,000     $      .25
                                      ----------      ----------      ----------     ----------
</TABLE>

As of December 31, 2005,  there were 1,228,000  shares of common stock available
for  issuance  pursuant to future stock option  grants.  Additional  information
regarding options outstanding as of December 31, 2005 is as follows:

<TABLE>
<CAPTION>
                                Options outstanding                          Options exercisable
                                -------------------                          -------------------
                                     Weighted
                                      average
                                     remaining
   Range of                       contractual life    Weighted average                 Weighted average
exercise prices        Shares         (years)          exercise price      Shares       exercise price
---------------        ------         -------          --------------      ------       --------------
<S>                   <C>               <C>               <C>            <C>               <C>
   $ .05 - .10          925,000         3.45              $ .093           925,000         $ .093
     .11 - .20        1,227,000         7.08                .158           991,000           .151
     .24 - .37        1,240,000         4.49                .319           705,000           .311
     .41 - .65        3,689,000         4.96                .534           624,000           .561
---------------------------------------------------------------------------------------------------------
   $ .05 - .65        7,081,000         5.05              $ .373         3,245,000         $ .248
---------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-13
<PAGE>

      Weighted average fair value of options granted:

                        2005                                  $ .54
                        2004                                  $ .42
                        2003                                  $ .20

The fair value of each option  grant is estimated on the date of grant using the
Black  Scholes  option  pricing  model  with  the  following   weighted  average
assumptions by grant year. Adjustments for forfeitures are made as they occur.

                                                2005         2004         2003
                                              ----------------------------------

Risk-free interest rate                         3.00%        3.00%        3.00%
Expected dividend yield                            0%           0%           0%
Expected volatility factor                     22.29%       25.24%       41.06%
Expected option term, in years                  6.00         5.48           10

Note 7 - Fair Value of Financial Instruments

      The  following  disclosures  of fair value were  determined  by management
using available  market  information and  appropriate  valuation  methodologies.
Considerable  judgment  is  necessary  to  interpret  market  data  and  develop
estimated  fair  value.  Accordingly,  the  estimates  presented  herein are not
necessarily  indicative of the amounts the Company could realize on  disposition
of the financial  instruments.  The use of different market  assumptions  and/or
estimation  methodologies may have a material effect on the estimated fair value
amounts.

      Cash and cash  equivalents,  accounts  receivable,  accounts  payable  and
accrued  liabilities  and loan payable are carried at amounts  which  reasonably
approximate fair value.

Note 8 - Quarterly Results of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                Year Ended December 31, 2005
                                                       Quarter Ended
                                  --------------------------------------------------------
                                     Mar 31        June 30         Sep 30         Dec 31
                                  -----------    -----------    -----------    -----------
<S>                               <C>            <C>            <C>            <C>
Gross revenues                    $14,915,000    $15,477,000    $17,336,000    $20,312,000
                                  -----------    -----------    -----------    -----------

                                  -----------    -----------    -----------    -----------
Net income                        $   393,000    $   441,000    $   580,000    $ 2,194,000
                                  ===========    ===========    ===========    ===========

Basic net income per share        $      .013    $      .014    $      .018    $      .069
                                  -----------    -----------    -----------    -----------
Diluted net income per share      $      .011    $      .013    $      .017    $      .065
                                  ===========    ===========    ===========    ===========
</TABLE>


                                      F-14
<PAGE>

<TABLE>
<CAPTION>
                                                Year Ended December 31, 2004
                                                       Quarter Ended
                                  --------------------------------------------------------
                                     Mar 31        June 30         Sep 30         Dec 31
                                  -----------    -----------    -----------    -----------
<S>                               <C>            <C>            <C>            <C>
Gross revenues                    $ 8,159,000    $10,960,000    $12,938,000    $14,435,000
                                  -----------    -----------    -----------    -----------

                                  -----------    -----------    -----------    -----------
Net income                        $   176,000    $   271,000    $   278,000    $   741,000
                                  ===========    ===========    ===========    ===========

Basic net income per share        $      .006    $      .009    $      .009    $      .023
                                  -----------    -----------    -----------    -----------
Diluted net income per share      $      .005    $      .008    $      .008    $      .022
                                  ===========    ===========    ===========    ===========

<CAPTION>
                                                Year Ended December 31, 2003
                                                       Quarter Ended
                                  --------------------------------------------------------
                                     Mar 31        June 30        Sep 30          Dec 31
                                  -----------    -----------    -----------    -----------
<S>                               <C>            <C>            <C>            <C>
Gross revenues                    $ 5,141,000    $ 6,102,000    $ 7,552,000    $ 8,376,000
                                  -----------    -----------    -----------    -----------

                                  -----------    -----------    -----------    -----------
Net income                        $    79,000    $   108,000    $   172,000    $   941,000
                                  ===========    ===========    ===========    ===========

Basic and diluted net income per
   share                          $      .003    $      .004    $      .006    $      .032
                                  ===========    ===========    ===========    ===========
</TABLE>

Note 9 - Supplemental Disclosure of Cash Flow Information and Non-cash Financing
Activities

      Cash paid for  interest in 2005,  2004 and 2003 was  $56,000,  $50,000 and
$109,000, respectively.

      The Company paid no federal income taxes in 2005, 2004 and 2003.

      In January 2004,  $575,000 of outstanding 12%  convertible  debentures was
converted into 2,300,000 shares of common stock.


                                      F-15