UNITED STATESSECURITIES 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, 2007 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. EmployerIncorporation or Organization)
Identification No.) 6413 Congress Ave  Suite 260 
Boca Raton, Florida 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.  YesoNox 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.  YesoNox 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.  YesxNoo 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.o Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer,  a non-accelerated filer, or smaller
reporting company.  See the definitions
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one): Large
  Accelerated filero
Accelerated
  fileroNon-accelerated
  filero
Smaller
  reporting companyx Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YesoNox The
aggregate market value of the voting common stock held by non-affiliates of the
registrant as June 30, 2007 was (based upon the closing price on the Nasdaq
Over-the-Counter Bulletin Board of $ .80 per share) approximately $7,959,000. The
number of shares outstanding of the registrants common stock, $.001 par value,
as of March 21, 2008 was 32,586,000
shares. DOCUMENTS INCORPORATED BY REFERENCE None.    AUTOINFO, INC.

Annual Report on Form
10-K 
TABLE OF CONTENTS

PagePART I



2Item 1.

Business

2Item 1A.

Risk
  Factors

6Item 1B.

Unresolved
  Staff Comments

10Item 2.

Properties

10Item 3.

Legal
  Proceedings

10Item 4.

Submission
  of Matters to a Vote of Security Holders

10PART II



11Item 5.

Market
  for our Common Equity, Related Stockholder Matters and Purchases of Equity
  Securities

11Item 6.

Selected
  Consolidated Financial Data

12Item 7.

Managements
  Discussion and Analysis of Financial Condition and Results of Operations

13Item 7A.

Quantitive
  and Qualitative Disclosures About market Risk

20Item 8.

Financial
  Statements and Supplementary Data

20Item 9.

Changes
  in and Disagreements with Accountants on Accounting and Financial Disclosures

20Item 9A(T).
Controls
  and Procedures

20Item 9B.

Other
  Information

21PART III



22Item 10.

Directors,
  Executive Officers and Corporate Governance

22Item 11.

Executive
  Compensation

24Item 12.

Security
  Ownership of Certain Beneficial Owners and Management and Related Stockholder
  Matters

31Item 13.

Certain
  Relationships and Related Transactions, and Director Independence

32Item 14.

Principal
  Accounting Fees and Services

32Item 15.

Exhibits
  and Financial Statement Schedules

32FORWARD LOOKING STATEMENT INFORMATION

Certain
statements made in this Annual Report on Form 10-K are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995, 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.

PART I

Item 1.
BUSINESSOverview

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 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 $110.3 million, $21.3 million and $1.6 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 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 carrier 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.

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.

2

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 in excess of $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:


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.
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.
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 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

3

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

We
processed approximately 85,000 freight orders in 2007, as compared with 60,000
in 2006.

In
our brokerage services, 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, our sales agents 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. In the fourth quarter
of 2006, we upgraded our driver safety and compliance standards under the
direction of a new safety director as part of our effort to improve safety
ratings and the quality of our owner operator network.  These changes resulted in a short-term reduction
in the number of owner operators and corresponding number of transactions in
the fourth quarter of 2006 and had a residual impact in the first and second
quarters of 2007. The number of owner operators and corresponding number of
transactions and revenues returned to pre-upgrade levels during the third
quarter of 2007 and, with the addition of new sales agents, exceeded these
levels in the fourth quarter of 2007.

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 from 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.

4

Suppliers

We
use the services of various third party transportation companies. During 2007,
no third party provider handled more than 10% of our shipping volume (measured
by revenue).

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 2007, 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 include 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.

5

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.

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 14, 2008, we had 52 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 100 F Street, N.E., 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 FACTORSIn
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

6

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.

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
pursuant to contracts with terms ranging from one to five years. However,
certain agent contracts are terminable upon thirty day notice by either party.
These contracts typically contain non-compete and non-solicitation provisions.
Notwithstanding these provisions we may not be able to restrict the ability of
a former agent from competing 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.

7

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 is responsible for
executing that plan. The loss of Mr. Wachtel would adversely affect our
business. 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.

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 21, 2008, our president, Harry Wachtel, owned approximately 15.4% of
the issued and outstanding shares of our common stock. Further, James T.
Martin, Kinderhook Partners, LP, Wasatch Advisors, Inc. and Morehead
Opportunity Fund,, LP, four significant stockholders, owned approximately 19.3%,
18.5%, 9.9% and 6.7%, 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 21, 2008,
our closing stock price has ranged from $1.05 to $0.62. On March 21, 2008, our
closing stock price was $0.75.

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


volatility
 in the trading markets generally;
significant
 fluctuations in our quarterly operating results; and8


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.

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 12.8 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 Nasdaq 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 national securities exchange such as the American or New
York Stock Exchanges and the Nasdaq World or Capital Markets. We do not
currently meet the minimum trading price requirement for listing on any of
these exchanges and there is uncertainty that we will ever be accepted for a
listing on any of these exchanges.

9

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.

Item 1B.
UNRESOLVED STAFF COMMENTSNone.

Item 2.
PROPERTIESWe
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
$65,000 for the twelve months ending April 2008, $68,000 for the twelve months
ending April 2009 and $71,000 for the twelve months ending April 2010.

Item 3.
LEGAL PROCEEDINGSWe are not a
party to any material legal proceedings.

Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSOn
June 4, 2007 pursuant to action taken by written consent in lieu of special
meeting of our stockholders, stockholders holding an aggregate of 18,838,312
shares of our common stock, or approximately 58% of our issued and outstanding
shares common stock as of the record date, approved the adoption of our 2006
Stock Option Plan.

10

PART IIItem 5.
MARKET FOR OUR COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIESOur
common stock is not listed on any stock exchange. Our common stock is traded on
the Nasdaq Over-the-Counter Bulletin Board (OTCBB) under the symbol Auto.
The following table sets forth the high and low bid information for our 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, 2007

High

LowFirst
 quarter

$
1.06

$
0.98Second
 quarter


0.97


0.74Third
 quarter


0.80


0.62Fourth
 quarter


0.87


0.63Year Ended
 December 31, 2006

High

LowFirst
 quarter

$
0.90

$
0.55Second
 quarter


1.33


0.76Third
 quarter


1.91


0.99Fourth
 quarter


1.17


0.98As
of March 21, 2008, the closing bid price per share for our common stock, as
reported on the OTCBB was $0.75. As of March 21, 2008 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

Item 6.
SELECTED CONSOLIDATED FINANCIAL DATAThe
following is a summary of our selected consolidated financial data for the
years ended December 31, 2007, 2006, 2005, 2004, and 2003. 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.

000s omitted, except for per share data
Year ended December 31,2007

2006

2005

2004

2003Statement of Operations Data:Gross
 revenues

$
110,332

$
84,111

$
68,040

$
46,492

$
27,171Net revenues
 (1)


21,309


17,743


13,554


8,734


5,076Net income

$
1,604

$
3,628

$
3,608

$
1,466

$
1,300Net income
 per share (2)Basic

$
.05

$
.11

$
.11

$
.05

$
.05Diluted

$
.05

$
.10

$
.11

$
.04

$
.05(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, 2007, 2006, 2005, 2004 and
 2003 were 3,113,000, 4,090,000, 2,400,000, 2,523,000 and 1,434,000,
 respectively.000s omitted

As at December 31,2007

2006

2005

2004

2003Balance Sheet Data:Cash and
 cash equivalents

$
270

$
146

$
419

$
38

$
133Accounts
 receivable, net


24,224


16,967


12,735


9,658


4,881Total assets


33,190


23,822


16,646


11,795


6,286Total
 liabilities


19,374


11,826


8,515


7,383


4,394Deficit


(5,852
)

(7,456
)

(11,084
)

(14,692
)

(16,158
)Stockholders
 equity


13,816


11,996


8,131


4,412


1,89212

Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCautionary 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 stockholder 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 6 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 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
$110.3 million, $21.3 million and $1.6 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.

13

Our
contract carrier services are also provided through a network of independent
sales agents and independent owner-operators throughout the United States. We
do no own any 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 60,000 in 2006 to 85,000 in 2007, an increase
of 42%. The average revenue dollar per load decreased by 7% in 2007 as compared
to 2006. The decrease in revenue dollars per load is the result of revenue mix
and the competitive environment during the period.

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 2007 vs 2006

During
the year ended December 31, 2007, 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:

2007

2006Net revenues

100.0
%
100.0
%Commissions

63.3
%
62.3
%Operating
expenses

22.9
%
21.6
%Interest
expense

1.3
%
.6
%Income taxes
(benefit)

5.0
%
(5.0
)%Net income

7.5
%
20.5
%Revenues

Gross
revenues, consisting of freight fees and other related services revenue,
totaled $110,332,000 for the year ended December 31, 2007, as compared with
$84,111,000 in the prior year, an increase of 31%. Net revenues were $21,309,000
for the year ended December 31, 2007, as compared with $17,743,000 in the prior
year, an increase of 20%. This increase is the direct result of the continued
expansion of our agent network and customer base which resulted in a 42%
increase in the number of transactions processed. The increase in net revenues
of 20% as compared to the increase in gross revenues of 31% is the result of
revenue mix and increased direct freight costs relating to competition and the
availability of equipment.

14

Costs
and expenses

Commissions
totaled $13,492,000 for the year ended December 31, 2007, as compared with
$11,044,000 in the prior year, an increase of 22%. This increase is the direct
result of the increase in revenues resulting from the continued expansion of
our agent network and customer base. As a percentage of net revenues,
commissions were 63.3% for the year ended December 31, 2007 as compared with
62.3% in the prior year. This increase is the direct result of the expansion of
our agent network at higher commission rates, additional bonuses earned based
upon the achievement of certain monthly benchmarks, stock based compensation
expense, and cost associated with the addition of new agents.

Operating
expenses totaled $4,870,000 for the year ended December 31, 2007, as compared
with $3,840,000 in the prior year. As a percentage of net revenues, operating
expenses were 22.9% for the year ended December 31, 2007 as compared with 21.6%
in the prior year. This increase is the direct result of the increase in
selling, general and administrative expenses in connection with our business
expansion. We presently have adequate facilities and management to handle our
present and anticipated transaction volume in 2008 without a significant
increase in overhead.

Interest
expense was $277,000 for the year ended December 31, 2007 as compared with
$113,000 in the prior year. This increase is primarily the result of increased
average borrowings to support the working capital needs generated primarily by
the increase in revenues.

Income
tax

Income
tax expense was $1,066,000 for the year ended December 31, 2007 as compared to
a net income tax benefit of $882,000 in the prior year. The 2007 income tax
expense reflects an effective federal and state tax rate of 39.9% and is
comprised of a deferred tax expense of $910,000 related to the utilization of
our federal tax loss carryforward and a current state tax expense of $156,000.
In 2006, based upon available objective evidence, including our post-merger
history of profitability, we concluded that it was more likely than not that
forecasted taxable income would be sufficient to utilize all of our net
operating loss carryforwards before their expiration in 2014. Accordingly, in
2006 the remaining valuation allowance was reversed and a deferred tax benefit
of $1,965,000 was recorded.

Comparison of 2006 vs 2005

During
the year ended December 31, 2006, 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.

15

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

2006

2005Net revenues


100.0
%

100.0
%Commissions


62.3
%

61.6
%Operating
expenses


21.6
%

22.2
%Interest
expense


.6
%

.4
%Income taxes
(benefit)


(5.0
)%

(10.8
)%Net income


20.5
%

26.6
%Revenues

Gross
revenues, consisting of freight fees and other related services revenue,
totaled $84,111,000 for the year ended December 31, 2006, as compared with
$68,040,000 in the prior year, an increase of 24%. Net revenues were
$17,743,000 for the year ended December 31, 2006, as compared with $13,554,000
in the prior year, an increase of 31%.

Gross
revenues from brokerage services increased to $73,036,000 from $58,150,000 and
net revenues increased to $15,997,000 from $11,887,000 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
17% increase in the number of transactions processed and a 8% increase in the
average dollar amount per load.

Gross
revenues from contract carrier services increased to $11,075,000 from
$9,890,000 and net revenues increased to $1,746,000 from $1,667,000 in the
prior year. Gross revenues increased approximately 12% 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 2006 increased by
94% over the corresponding 2005 period and decreased 9%, 17% and 6% for the
second, third and fourth quarters, respectively, as compared to the
corresponding quarters of 2005. In the fourth quarter of 2006, we
upgraded our driver safety and compliance standards under the direction of a
new safety director as part of our effort to improve safety ratings and the
quality of our owner operator network. These changes resulted in a short-term
reduction in the number of owner operators and corresponding number of
transactions in the fourth quarter of 2006 and the first and second quarters of
2007, but did not have any long-term adverse effect.

Costs
and expenses

Commissions
totaled $11,044,000 for the year ended December 31, 2006, as compared with $8,348,000
in the prior year, an increase of 32%. 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 62.3% for the year ended December 31, 2006 as
compared with 61.6% in the prior year. This increase is the direct result of
the expansion of our agent network at higher commission rates, additional
bonuses earned after certain monthly benchmarks are achieved, stock based
compensation expense, and cost associated with the new agent additions.

Operating
expenses totaled $3,840,000 for the year ended December 31, 2006, as compared
with $3,005,000 in the prior year. As a percentage of net revenues, operating
expenses were 21.6% for the year

16

ended December
31, 2006 as compared with 22.2% 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.

Interest
expense was $113,000 for the year ended December 31, 2006 as compared with
$56,000 in the prior year. This increase is primarily the result of increased
average borrowings and the increase in the prime lending rate from 5.25% at the
beginning of 2005 to 8.25% by July 2006. As of September 2006, our line of
credit facility is at a interest rate of LIBOR plus 2%, or approximately 7.3%
for the period from September through December 2006.

Income tax

The
income tax benefit of $882,000 for the year ended December 31, 2006 consisted
of a benefit of $1,965,000 resulting from the anticipated future utilization of
an available federal tax loss carryforward, net of the utilization of the
deferred tax benefit of $925,000 and state income taxes of $158,000. 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. 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 all of the net operating loss
carryforward before its expiration in 2014. Accordingly, in 2006 the valuation allowance
was reduced by $1,965,000.

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, 2007, we increased gross revenues from $84.1
million to $110.3 million. As of December 31, 2007, we had an accumulated
deficit of $5.9 million compared to $7.5 million at December 31, 2006. Factors
that could adversely affect our operating results include:

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

17

on terms
acceptable to us when required, our ability to expand our operations may be
materially adversely affected.

Liquidity and capital
resources

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

At
December 31, 2007, we had a balance outstanding of $8,790,000 under our
$10,500,000 line of credit. The line of credit is subject to the maintenance of
certain financial covenants, is secured by accounts receivable and other
operating assets, and matures in June 2009. 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, 2007, we had liquid assets of approximately $270,000. Available
cash is used to reduce borrowings on our line of credit.

The
total amount of debt outstanding at December 31, 2007 and 2006 was $8,790,000
and $3,451,000, respectively. The following table presents our debt instruments
and their weighted average interest rates at December 31, 2007 and 2006,
respectively:

Balance

Weighted
Average
Rate

Balance

Weighted
Average 
Rate2007

2006Line of
 Credit

$
8,790,000


5.9%

$
3,451,000


7.3%Inflation
and changing prices had no material impact on our revenues or the results of
operations for the year ended December 31, 2007.

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

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, 2007, we had a net operating
loss carryforward of approximately $8.9 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,
stockholder changes, including the possible issuance of additional shares in
one or more financing or acquisition transactions. As of December, 2006, we
eliminated any valuation allowance for the future tax savings as management
believes it is more likely than not that they will 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
June 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the
accounting for uncertainty in tax positions. FIN 48 requires the recognition of
a tax position when it is more likely than not that the tax position will be
sustained upon examination by taxing authorities, based upon the technical
merits of the position. We adopted FIN 48 effective January 1, 2007. The
adoption of FIN 48 did not have a material impact on our financial statements.

In
September 2006, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 157, Fair Value Measurements (SFAS 157), which provides guidance
for using fair value to measure assets and liabilities. SFAS 157 defines fair
value and establishes a framework for measuring fair value; however, SFAS 157
does not expand the use of fair value in any new circumstances. The provisions
of SFAS 157 are effective for us as of January 1, 2008. We do not expect the adoption
of SFAS 157 to have a material impact on our financial statements.

In
February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS 159), which permits entities to choose
to measure many financial assets and liabilities at fair value. The fair value
option may be applied, subject to certain exceptions, on an instrument by
instrument basis; is irrevocable; and is applied only to entire instruments and
not to portions of instruments. The provisions of SFAS 159 are effective for us
as of January 1, 2008. We do not expect the adoption of SFAS 159 to have a
material impact on our financial statements.

In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)),
which establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree. The Statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS 141(R) is
effective for us as of

19

January 1, 2009. The
provisions of SFAS 141(R) will impact us only if we are party to a business
combination after SFAS 141(R) has been adopted.

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, 2007:

Payments
 due by periodContractual Obligations

Total

Less than 1
 year

1-3 years

3-5 years

More than 5
 yearsOperating Lease Obligations

$
159,000

$
65,000

$
94,000





Line of Credit


8,790,000




$
8,790,000





Total

$
8,949,000

$
65,000

$
8,884,000





Item 7A.
QUANTITIVE AND QUALITATIVE DISCLOSURES
 ABOUT MARKET RISKNone.

Item 8.
FINANCIAL STATEMENTSThe
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 DISCLOSURESNone.

Item 9A(T)
CONTROLS AND PROCEDURES(a) Evaluation of Disclosure
Controls and Procedures

Our
management, with the participation of our president and chief financial
officer, carried out an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934
(the Exchange Act) Rules 13a-15(e) and 15-d-15(e)) as of the end of the
period covered by this report (the Evaluation Date). Based upon that
evaluation, the president and chief financial officer concluded that as of the
Evaluation Date, our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act (i) is recorded, processed, summarized and
reported, within the time periods specified in the SECs rules and forms and
(ii) is accumulated and communicated to our management, including our president
and chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.

Our
management, including our president and chief financial officer, does not
expect that our disclosure controls and procedures or our internal controls
will prevent all errors and all fraud. A control

20

system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within AutoInfo have been detected.

(b) Managements Report on
Internal Control over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
Our management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2007. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Our management has concluded that, as of December 31, 2007, except
as described in the following paragraph, our internal control over financial
reporting is effective based on these criteria.

Management
has concluded that, as of December 31, 2007, our controls related to approvals
necessary for transactions with management and non-ordinary course transactions
were not effective and therefore represent a material weakness. In order to
correct this material weakness, in 2008 the board of directors and the audit
committee instituted the following corrective actions: 1) pre-approval of all
transactions with management; 2) pre-approval of all non-ordinary course
transactions in excess of $50,000; and 3) periodic review of advances to our
personnel.

Subsequent
to December 31, 2007, it was brought to managements attention that a
transaction entered into between our company and Michael Williams, our chief
operating officer and general counsel, may have violated Section 13(k) of the Exchange Act which makes it unlawful for
any issuer to extend or maintain credit in the form of a personal loan to or
for any director or executive officer. The transaction in question involved a
loan from Mr. Williams to two of our independent sales representatives, the
proceeds of which were used by them to exercise outstanding stock options. In
turn, we made a secured loan to Mr. Williams. After consulting with independent
counsel and our audit committee, we took appropriate steps to rescind the
transaction and restore the parties thereto, including us, to the status quo ante.The financial statements
included in this Report have been adjusted to reflect this rescission (which
adjustments were not material).

This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of
the SEC that permit us to provide only managements report in this annual
report.

(c) Changes in Internal Control
over Financial Reporting

There
were no changes in our internal controls over financial reporting that occurred
during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

Item 9B.
OTHER INFORMATIONNone.

21

PART III

Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEThe
following table sets forth the names, ages and positions of our directors and
executive officers:

Name

Age

PositionPeter C.
  Einselen

68

DirectorThomas C.
  Robertson

62

DirectorHarry
  Wachtel

49

President,
  chief executive officer and directorMark Weiss

47

National
  account executive and directorWilliam
  Wunderlich

60

Chief
  financial officerMichael P.
  Williams

41

Chief
  operating officer and general counselPETER 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 2005 and
was president and chief financial officer from 1988 to 2005 and a director from
1988 to 2006 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.

MICHAEL P.
WILLIAMS joined us in January
2007 as our chief operating officer and general counsel. From 2002 to 2006, Mr.
Williams served as general counsel and vice president of legal and business
affairs for Vexure, Inc., a logistics company. Prior to that, from 1999 to
2002, Mr. Williams also served as general counsel and vice president of legal
and business affairs for Stonier Transportation Group, Inc., a trucking and
brokerage company. During his tenure with Stonier and Vexure, Mr. Williams
gained experience

22

handling
customer and vendor contract negotiations, risk management strategies, human
resources and assets  management, and
transportation and employment litigation matters. Mr. Williams received his
juris doctor cum laude from Thomas Cooley Law School, Lansing, Michigan and his
masters degree (LL.M.) in taxation from the University of Florida, Gainesville.
He has been a member of the Florida Bar since 1995.

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
Exchange Act 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
407(d)(5) of Regulation S-K, and independent for purposes of current and
recently-adopted Nasdaq listing standards and Section 10A(m)(3) of the
Securities Exchange Act of 1934.

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

23

all Section
16(a) filing requirements applicable to our officers and directors were
complied with except that our chief financial officer did not timely file one
Form 4 to report one transaction in 2007 and each of our non-employee directors
did not timely file a Form 4 to report four option grant transactions in 2006.

Item 11.
EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We
provide what we believe is a competitive total compensation package to our
executive management team through a combination of base salary, annual cash and
equity incentives and the right to participate in our broad-based benefits
program. We place significant emphasis on incentive compensation directly
related to our financial performance.

This
Compensation Discussion and Analysis explains our compensation philosophy,
policies and practices with respect to our named executive officers which
includes our chief executive officer, chief financial officer, and our national
account executive.

The Objectives of our Executive Compensation
Program

Our
compensation committee is responsible for establishing and administering our
policies governing the compensation for all of our executive officers. The
compensation committee is composed entirely of non-employee independent
directors. See Committees of the Board of Directors above.

The
purpose of our executive compensation program is to attract, retain and
motivate qualified executives to manage our business so as to maximize profits
and stockholder 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 our compensation
committee and awards of stock or stock options under our Stock Option Plans.
Our compensation committee annually considers and makes recommendations to our
board of directors as to executive compensation including changes in base
salary, bonuses and awards of our stock or stock options.

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

Our
compensation committee does not rely on any fixed formulae or specific numerical
criteria in determining an executives aggregate compensation. It considers
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. Our compensation committee then exercises
business judgment based on all of these criteria and the purposes of the
executive compensation program.

24

The Elements of Our Executive Compensation
Program

Overall,
our executive compensation programs are designed to be consistent with the
objectives and principles set forth above. The basic elements of our executive
compensation programs are summarized in the table below, followed by a more
detailed discussion of each element of compensation.

Element

Characteristics

PurposeBase salary

Fixed annual cash
  compensation; all executives are eligible for periodic increases in base
  salary
  based on performance; targeted at the median
  market pay level.

Keep our annual compensation
  competitive with the market for
  skills and experience necessary to
  meet the requirements of the
  executives role with us.Incentive bonus awards

Performance-based annual
  cash and equity incentive earned based on company and
  individual performance against target
  performance levels; targeted at the median
  market pay level.

Motivate and reward for
  the achievement and over-performance
  of our critical financial and
  strategic goals. Amounts earned
  for achievement of target
  performance levels based on our
  annual budget is designed to
  provide a market-competitive pay
  package at median performance;
  potential for lesser or greater amounts are intended to motivate participants to
  achieve or exceed our financial performance goals
  and to not reward if performance
  goals are not met.Health & welfare
  benefits

Fixed component. The
  same/comparable health& welfare benefits (medical, dental, vision, disability insurance and life insurance) are
  available for all full-time employees.

Provides benefits to meet
  the health and welfare needs of employees and their families.Annual Compensation

To
attract and retain executives with the ability and the experience necessary to
lead us and deliver strong performance to our stockholders, we provide a
competitive total compensation package. Base salaries are established
considering individual performance and experience, to ensure that each
executive is appropriately compensated.

Base Salary

Our
compensation committee reviews salary ranges and individual salaries for our
executive officers and establishes the base salary for each executive officer
based on the following:


consideration of median pay levels in our peer group among
  individuals in comparable positions with transferable skills within the
  transportation industry and comparable companies in general industry;
internal factors, such as, the individuals performance and
  experience, and the pay of others on the executive team;
our
  overall performance and the individual contribution and performance of the
  executive with our overall performance being the more significant factor; and25


with a focus
  on our strategic plans, corporate performance measures, and specific
  corporate goals which should lead to a favorable stock price including, our
  sales, earnings, return on equity and comparisons of sales and earnings with
  prior years and with budgets.When
establishing the base salary of any executive officer, we believe that a
competitive base salary is necessary to attract and retain an executive
management team with the appropriate abilities and experience required to lead
us. The base salaries paid to our named executive officers are set forth below
in the Summary Compensation Table. We believe that the base salary paid to our
executive officers during 2007 achieves our executive compensation objectives,
compares favorably to our peer group and is within our target of providing a
base salary at the market median.

Incentive
Bonus Awards

Cash Bonuses

Cash
incentive bonus awards are solely based on established and pre-approved
percentages of pre-tax profit levels, are paid quarterly and adjusted on an
annual basis. Our compensation committee also exercises discretion adjusting
awards based on its consideration of our overall performance during the year
and each executive officers individual performance, other than the chief
executive officer and the chief financial officer, based on a review of the
executives performance as communicated to the compensation committee by the
chief executive officer.

Health and Welfare Benefits

All
full-time employees, including our named executive officers, may participate in
our health and welfare benefit programs, including medical, dental and vision
care coverage, disability insurance and life insurance.

Overview of 2007 Compensation

We
believe that the total compensation paid to our named executive officers for
the fiscal year ended December 31, 2007 achieves the overall objectives of our
executive compensation program. In accordance with our overall objectives,
executive compensation for 2007 was competitive with our peer group and was
weighted more heavily to pay for performance.

Employment Agreements, Severance Benefits and
Change in Control Provisions

We
have employment agreements with our chief executive officer, Harry M. Wachtel,
and our chief financial officer, William I. Wunderlich. We entered into these
agreements, effective January 1, 2007, to ensure the performance of their roles
for an extended period of time. In addition, we also considered the critical
nature of the position and our need to retain them when we committed to these
agreements. 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. Annual salaries and
bonuses shall not exceed $750,000 for Mr. Wachtel and $675,000 for Mr. Wunderlich.
The employment contracts with both Mr. Wachtel and Mr. Wunderlich are for terms
expiring in December 2011. If either is terminated for cause or terminates
without good reason (as defined in the agreements), we are obligated to pay
only those wages and  bonuses pursuant
to the terms of our annual incentive plan and other compensation then vested.
If either Mr. Wachtel or Mr. Wunderlich is terminated without cause or if
either

26

terminates his
employment agreement for good reason (as defined in the agreements), in
addition to the payment of amounts then vested, in exchange for a general
release of all claims, such executive is entitled to:


The
  immediate vesting of any unvested stock options and one-year from the date of
  such termination to exercise such options;
Salary for
  the remaining term of the agreement, if any; and
Bonus based
  on a pre-determined percentage of pre-tax profit for the remaining term of
  the agreement, if any.We
have granted options that remain outstanding under our 2006 Incentive Stock
Option Plan (the 2006 Plan). The 2006 Plan contains certain change in control
provisions to ensure that our executives remain with us through the closing of
any sale of the business.

The 2006 Plan

Under
our 2006 Plan, in the event of a change in control as defined in the 2006
Plan, the following occurs with respect to options granted under the 2006 Plan:

    Each
  outstanding option automatically accelerates so that each option becomes
  fully exercisable for all of the shares of the related class of common stock
  at the time subject to such option immediately before the change in control;A change of
  control for purposes of the 2006 Plan is deemed to have occurred if:     Any
  person (a) other than us or any of our subsidiaries, (b) any of our or our
  subsidiaries employee benefit plans, (c) any affiliate, (d) a company
  owned, directly or indirectly, by our stockholders, or (e) an underwriter
  temporarily holding our securities pursuant to an offering of such
  securities, becomes the beneficial owner, directly or indirectly, of more
  than 50% of our voting stock;     The
  individuals who constitute our board on the effective date of the 2006 Plan
  (or any individual who was appointed to the board of directors by a majority
  of the individuals who constitute our board of directors as of the effective
  date of the 2006 Plan) cease for any reason to constitute at least a majority
  of our board of directors.     A
  merger or consolidation transferring greater than 50% of the voting power of
  our outstanding securities to a person or persons different from the persons
  holding those securities immediately prior to such transaction; or     The
  disposition of all or substantially all of our assets in a complete
  liquidation or dissolution.Tax Deductibility of Executive Compensation

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 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 2007 is also expected to qualify for
deductibility. We currently intend to structure the performance-based portion
of our executive officers compensation to achieve maximum deductibility under
Section 162(m) of the code with minimal sacrifices in flexibility and corporate
objective.

Although
deductibility of compensation is preferred, tax deductibility is not a primary
objective of our compensation programs. We believe that achieving our
compensation objectives set forth above is more

27

important than
the benefit of tax deductibility and we reserve the right to maintain
flexibility in how we compensate our executive officers that may result in
limiting the deductibility of amounts of compensation from time to time.

Summary Compensation Table

The
following table sets forth certain information with respect to compensation for
the years ended December 31, 2007 and 2006 earned by or paid to our chief
executive officer and our two other most highly compensated executive officers
in 2007 whose total compensation exceeded $100,000 (the named executive
officers).

Summary Compensation Table

Name and
  Principal 
  Position

Year


Salary ($)


Bonus ($)


Total ($)Harry M. Wachtel,
  President and chief
  executive officer

2007
  2006

$
  $
250,000
  250,000


$
  $
227,000
  269,000


$
  $
477,000
  519,000William I. Wunderlich,
  Executive vice president
  and chief financial officer

2007
  2006

$
  $
175,000
  175,000


$
  $
227,000
  229,000


$
  $
402,000
  404,000Michael P. Williams,
  Chief operating officer

2007
  2006

$
175,000
  


$
25,000
  


$
200,000
  Discussion of Summary CompensationOur
executive compensation policies and practices, pursuant to which the
compensation set forth in the Summary Compensation Table was paid, are
described above under Compensation Discussion and Analysis. A summary of
certain material terms of our compensation plans and arrangements is set forth
below.Indemnification ArrangementsOur
Certificate of Incorporation provides that we indemnify and hold harmless each
of our directors and officers to the fullest extent authorized by the Delaware
General Corporation Law, against all expense, liability and loss (including
attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith.Our Certificate of
Incorporation also provides that a director will not be personally liable to us
or to our stockholders for monetary damages for breach of the fiduciary duty of
care as a director. This provision does not eliminate or limit the liability of
a director:


for breach of his or her duty of loyalty to
  us or to our stockholders;
for
  acts or omissions not in good faith or which involve intentional misconduct
  or a knowing violation of law;
under Section 174 of the Delaware General Corporation Law
  (relating to unlawful payments or dividends or unlawful stock repurchases or
  redemptions); or
for
  any improper benefit.28

Outstanding Equity Awards

The
following table sets forth certain information with respect to outstanding
equity awards at December 31, 2007 with respect to the named executive
officers.

Outstanding Equity Awards at Fiscal Year-End

Option
 AwardsName

Number of Securities
 Underlying Unexercised
 Options
 Exercisable

Option
 ExercisePrice

Option
 ExpirationDateHarry
 M. Wachtel



500,000 (1
)


$
1.173



1/10/2010William
 I. Wunderlich



300,000 (1
)


$
1.173



1/10/2010William
 I. Wunderlich



500,000 (1
)


$
0.10



11/30/2009Michael
 P. Williams



600,000 (2
)


$
1.12



6/6/2012(1) Fully
 vested(2) 50,000
 vested as of December 31, 2007Compensation of Directors

We
do not pay any directors fees. Directors are reimbursed for the costs relating
to attending board and committee meetings. During 2007, 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 $1.173 per share, 115% of the fair market
value on the date of grant.

The
following table provides compensation information for the years ended December
31, 2007 and 2006 for each of the independent members of our board of
directors.

Director Compensation

Name

Year

Option Awards (1) (2)

TotalThomas C.
 Robertson


2007


$
8,300



$
8,3002006


$
21,700



$
21,700Peter C.
 Einselen


2007


$
8,300



$
8,3002006


$
21,700



$
21,700(1) Amounts
 are calculated using the provisions of Statement of Financial Accounting
 Standards (SFAS) No. 123R, Share-based Payments.(2) During
 2007, each of Mr. Robertson and Mr. Einselen was granted one option award on
 1/12/2007 exercisable for 100,000 shares of our common stock, respectively.
 The fair value (computed in accordance with SFAS 123R) on such date was
 $8,300, respectively. During 2006, each of Mr. Robertson and Mr. Einselen was
 granted four option awards exercisable for 100,000 shares of our common stock
 in the aggregate, respectively. Each award was for options exercisable for
 25,000 shares29

of our
 common stock. The award grant dates were 1/26/2006, 4/2/2006 7/14/2006 and
 10/12/2006 and the fair values (computed in accordance with SFAS 123R) on
 such dates were $3,400, $4,500, $7,900 and $5,900, respectively.Equity Compensation Plan Information
 Year Ended December 31, 2007Plan
 Category

Number
 of securities to
 be issued upon exercise
 of outstanding options,
 warrants and rights

Weighted-average
 exercise price of
 outstanding options,
 warrants and rights

Number
 of securities
 remaining available for
 future issuance under
 equity compensation plans
 (excluding securities
 reflected in column (a))(a)

(b)

(c)Equity
compensation plans approved by security holders (1985, 1986,
 1989, 1992, 1997, 1999, 2003 and 2006)



6,162,000



$
0.72




2,816,000Equity
compensation plans not approved by security holders (1)



6,649,000



$
0.72




1,660,000Total



12,811,000



$
0.72




4,476,000(1)

Includes the
 following equity compensation plans:
In 2006, we
 established the 2006 Independent Sales Agent Stock Option Plan (the Sales
 Agent Plan) to align the interests of our independent sales agents and
 affiliates with those of our stockholders, to afford an incentive to such
 sales agents to continue as such, to increase their efforts on our behalf and
 to promote the success of our business. Generally, the Sales Agent Plan is
 administered by our board of directors and provides (i) for the granting of
 non-qualified stock options, (ii) that the maximum term for options granted
 under the plan is 10 years and (iii) that the exercise price for the options
 may not be less than 115% of the fair market value of our common stock on the
 date of grant.
In 2005, we
 established the 2005 Independent Sales Agent Stock Option Plan (the 2005
 Sales Agent Plan) to align the interests of our independent sales agents and
 affiliates with those of our stockholders, to afford an incentive to such
 sales agents to continue as such, to increase their efforts on our behalf and
 to promote the success of our business. Generally, the 2005 Sales Agent Plan
 is administered by our board of directors and provides (i) for the granting
 of non-qualified stock options, (ii) that the maximum term for options
 granted under the plan is 10 years and (iii) that the exercise price for the
 options may not be less than 100% of the fair market value of our common
 stock on the date of grant.30

Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
 RELATED STOCKHOLDER MATTERSThe following
table, together with the accompanying footnotes, sets forth information, as of
March 21, 2008, 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. All information with respect to
beneficial ownership has been furnished to us by the respective stockholder.

Name of
 Beneficial Owner (1)

Shares of Common Stock
 Beneficially Owned

Percentage
 Of Ownership(i)
 Directors and Executive OfficersHarry Wachtel



6,762,000
(2)



20.6
%Thomas C. Robertson



555,000
(3)



1.7
%Peter C. Einselen



685,000
(4)



2.1
%Mark Weiss



1,052,000
(6)



3.3
%William I. Wunderlich



1,622,000
(5)(7)



4.8
%All executive officers and
 directors as a group (6 persons)



9,467,000
(8)



26.9
%(ii) 5%
 StockholdersJames T. Martin



6,270,000




19.2
%Kinderhook Partners, LP



6,038,000




18.5
%Wasatch Advisors, Inc



3,229,000




9.9
%Morehead Opportunity Fund,
 LP



2,191,000




6.7
%(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 1,259,000 shares
 with respect to which Mr. Wachtel has been granted voting rights pursuant to
 voting proxy agreements and 500,000 shares issuable upon the exercise of
 stock options.(3)
Includes 455,000 shares
 issuable upon the exercise of stock options.(4)
Includes 385,000 shares
 issuable upon the exercise of stock options(5)
Includes 800,000 shares
 issuable upon the exercise of stock options.(6)
Includes 852,000 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.(7)
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.(8)
Assumes that all currently
 exercisable options or warrants owned by members of this group have been
 exercised.31

Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
  INDEPENDENCECertain relationships and related
transactions

None.

Director Independence

The
Board has determined that Thomas Robertson and Peter Einselen (the Independent
Directors) are independent as that term is defined in the listing standards of
the Nasdaq. As disclosed above, Messrs. Robertson and Einselen are the sole
members of our audit committee and our compensation committee and are
independent for such purposes.

In
determining director independence, the Board considered the option awards to
the Independent Directors for the year ended December 31, 2007, disclosed in
Item 11  Executive Compensation  Director Compensation above, and determined
that such awards were compensation for services rendered to the Board and
therefore did not impact their ability to continue to serve as Independent
Directors.

Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICESThe
aggregate fees billed by our principal accounting firm, Dworken, Hillman,
LaMorte & Sterczala, P.C., for the fiscal years ended December 31, 2007 and
2006 are as follows:

2007

2006Audit fees


$
66,000



$
61,000Audit
  related fees








Tax fees








All other
  fees








Total fees


$
66,000



$
61,000Audit 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 AND FINANCIAL STATEMENT SCHEDULES(a) The
  following documents are filed as part of this report:(1) Financial
  Statements  See the Index to the consolidated financial statements on page
  F-1(b) ExhibitsNo. 3A
Certificate
  of Incorporation of the Company, as amended. (9)32

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 January 1,
  2007. (13)No. 10J
**Employment
  Agreement between AutoInfo, Inc. and William I. Wunderlich dated January 1,
  2007. (13)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, 2005. (11)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. (11)No. 10R
Third
  Amendment to Revolving Credit and Security Agreement between Wachovia Bank
  and AutoInfo, Inc., et al. (13)No. 10S
**2003 Stock
  Option Plan. (12)No. 10T
**2005
  Independent Sales Agent Stock Option Plan. (13)No. 10U
**2006 Stock
  Option Plan. (13)33

No. 10V
**2006
  Independent Sales Agent Stock Option Plan. (13)No. 10W
Fourth
  Amendment to Revolving Credit and Security Agreement between Wachovia Bank
  and AutoInfo, Inc., et al. *No. 10X
Fifth
  Amendment to Revolving Credit and Security Agreement between Wachovia Bank
  and AutoInfo, Inc., et al. *No. 10Y
Sixth
  Amendment to Revolving Credit and Security Agreement between Wachovia Bank
  and AutoInfo, Inc., et al. *No. 10Z
**Employment
  Agreement between AutoInfo, Inc. and Michael. P. Williams dated as of January
  1, 2007. *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.*No. 31A
Certification
  of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
  of 2002.*No. 31B
Certification
  of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
  of 2002.*No. 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.*No. 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.
**Management contract or compensatory plan or arrangement.(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.34

(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.(11)
This Exhibit
  was filed as an Exhibit to our Annual Report on Form 10-K for the year ended
  December 31, 2005 and is incorporated herein by reference.(12)
This Exhibit
  was filed with our Definitive Information Statement on Schedule 14C, filed on
  July 7, 2003 and is incorporated herein by reference.(13)
This Exhibit
  was filed as an Exhibit to our Annual Report on Form 10-K for the year ended
  December 31, 2006 and is incorporated herein by reference.(c)
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.

35

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 25, 2008
on its behalf by the undersigned, thereunto duly authorized.

AutoInfo,
 Inc.By:
/s/ Harry M.
 WachtelHarry
 M. Wachtel, President and ChiefExecutive
 OfficerPursuant
to the requirements of the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the registrant and in
the capacities indicated.

/s/
 Harry M. WachtelHarry
 M. Wachtel

President,
 Chief Executive Officer and

March 25,
 2008Chairman
 of the Board(Principal
 Executive Officer)/s/
 William I. WunderlichWilliam
 I. Wunderlich

Chief
 Financial Officer

March 25,
 2008(Principal
 Accounting Officer)/s/
 Mark WeissMark
 Weiss

Director

March 25,
 2008/s/
 Peter C. EinselenPeter
 C. Einselen

Director

March 25,
 2008/s/
 Thomas C. RobertsonThomas
 C. Robertson

Director

March 25,
 200836

AUTOINFO, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Registered Public
  Accounting Firm

F-2Consolidated
  Balance Sheets as of December 31, 2007 and 2006

F-3Consolidated Statements of Income for the Years EndedDecember 31, 2007, 2006 and 2005

F-4Consolidated Statements of Stockholders
  Equity for the Years EndedDecember 31, 2007, 2006 and 2005

F-5Consolidated Statements of Cash Flowsfor the Years Ended December 31, 2007, 2006
  and 2005

F-6Notes
  to Consolidated Financial Statements

F-7Information
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

Report of Independent Registered Public
Accounting Firm

To the Board
of Directors and Stockholders
AutoInfo, Inc.

We have
audited the accompanying consolidated balance sheets of AutoInfo, Inc. and
Subsidiaries as of December 31, 2007 and 2006, and the related consolidated
statements of income, stockholders equity, and cash flows for each of the
three years in the period ended December 31, 2007. 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. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. 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, 2007 and 2006 and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2007 in
conformity with accounting principles generally accepted in the United States
of America.

As described
in Note 2 to the consolidated financial statements, in 2006 the Company adopted
Statement of Financial Accounting Standards No. 123R, Share-Based Payment.

March 26, 2008
Shelton, Connecticut

/s/ Dworken,
  Hillman, LaMorte & Sterczala, P.C.Dworken,
  Hillman, LaMorte & Sterczala, P.C.F-2

AUTOINFO, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

December 31,2007

2006ASSETS (Note 4)Current
  assets:Cash and cash
equivalents

$
270,000

$
146,000Accounts
receivable, net of allowance for
  doubtful accounts of $326,000 and $249,000 as of December 31, 2007 and 2006,
  respectively


24,224,000


16,967,000Deferred
income taxes (Note 5)


1,000,000


1,445,000Prepaid
expenses


310,000


194,000Current
portion of advances and other
  assets (Note 3)


1,273,000


565,000Total
  current assets


27,077,000


19,317,000Fixed
  assets, net of depreciation


477,000


324,000Deferred
  income taxes (Note 5)


2,037,000


2,502,000Advances and
  other assets, net of current portion (Note 3)


3,599,000


1,679,000$
33,190,000

$
23,822,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent
  liabilities:Loan payable
(Note 4)

$


$
3,451,000Accounts
payable and accrued liabilities


10,584,000


8,375,000Total
  current liabilities


10,584,000


11,826,000Loan payable
  (Note 4)


8,790,000Commitments
  and contingencies (Note 6)Stockholders
  equity: (Note 7)Common stock -
authorized 100,000,000
  shares, $.001 par value; issued and outstanding 32,586,000 and 32,102,000 as
  of December 31, 2007 and 2006, respectively


33,000


32,000Additional
  paid-in capital


19,635,000


19,420,000Deficit


(5,852,000
)

(7,456,000
)Total
  stockholders equity


13,816,000


11,996,000$
33,190,000

$
23,822,000The accompanying notes are an integral part of
these consolidated financial statements.

F-3

AUTOINFO, INC. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME

For
 The Years Ended December 31,2007

2006

2005Gross
 revenues

$
110,332,000

$
84,111,000

$
68,040,000Cost of
 transportation


89,023,000


66,368,000


54,486,000Net revenues


21,309,000


17,743,000


13,554,000Commissions


13,492,000


11,044,000


8,348,000Operating
 expenses


4,870,000


3,840,000


3,005,00018,362,000


14,884,000


11,353,000Income from
 operations


2,947,000


2,859,000


2,201,000Interest
 expense


277,000


113,000


56,000Income
 before income taxes (benefit)


2,670,000


2,746,000


2,145,000Income taxes
 (benefit) (Note 5)


1,066,000


(882,000
)

(1,463,000
)Net income

$
1,604,000

$
3,628,000

$
3,608,000Net income
 per share:Basic

$
.05

$
.11

$
.11Diluted

$
.05

$
.10

$
.11Weighted
 average number of common shares:Basic


32,447,000


31,915,000


31,520,000Diluted


35,560,000


36,005,000


33,920,000The accompanying notes are an integral part
of these consolidated financial statements.

F-4

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

Shares
 of
 Common
 Stock
 Outstanding

Common
 Stock

Additional
 Paid - In
 Capital

DeficitBalance, January 1, 2005


31,218,000

$
31,000

$
19,073,000

$
(14,692,000
)Exercise of stock options


406,000


1,000


21,000Stock-based compensation
 expense








89,000Net income











3,608,000Balance, December 31, 2005


31,624,000

$
32,000

$
19,183,000

$
(11,084,000
)Exercise of stock options


478,000





103,000Stock-based compensation
 expense








134,000Net income











3,628,000Balance, December 31, 2006


32,102,000

$
32,000

$
19,420,000

$
(7,456,000
)Exercise of stock options


484,000


1,000


52,000Stock-based compensation
 expense








163,000Net income











1,604,000Balance, December 31, 2007


32,586,000

$
33,000

$
19,635,000

$
(5,852,000
)The accompanying notes are an integral part
of these consolidated financial statements.

F-5

AUTOINFO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

For
  The Years Ended December 31,2007

2006

2005Cash flows from operating
activities:Net
income

$
1,604,000

$
3,628,000

$
3,608,000Adjustments to
reconcile net income to net cash provided by (used in)
  operating activities:Change in
allowance for doubtful accounts


77,000


48,000


76,000Depreciation
and amortization expenses


142,000


104,000


85,000Stock-based
compensation expense


163,000


134,000


89,000Deferred
income taxes


910,000


(1,040,000
)

(1,586,000
)Changes in assets and
liabilities:Accounts
receivable


(7,335,000
)

(4,279,000
)

(3,153,000
)Prepaid
expenses


(116,000
)

(108,000
)

424,000Advances and
other assets


(2,628,000
)

(2,037,000
)

(8,000
)Accounts
payable and accrued liabilities


2,209,000


1,140,000


1,850,000Net cash provided by (used in)
operating activities


(4,974,000
)

(2,410,000
)

1,385,000Cash flows from investing
activities:Capital
expenditures


(294,000
)

(137,000
)

(307,000
)Net cash used in investing
activities


(294,000
)

(137,000
)

(307,000
)Cash flows from financing
activities:Exercise of
stock options


53,000


103,000


21,000Increase
(decrease) in loan payable, net


5,339,000


2,171,000


(718,000
)Net cash provided by (used in)
financing activities


5,392,000


2,274,000


(697,000
)Net change in cash and cash
equivalents


124,000


(273,000
)

381,000Cash and cash equivalents,
beginning of year


146,000


419,000


38,000Cash and cash equivalents, end
of year

$
270,000

$
146,000

$
419,000The accompanying notes are an integral part of these consolidated
financial statements.

F-6

AUTOINFO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 and 2005

Note 1 - Business and Summary of Significant
Accounting Policies

Business Overview

Through
its wholly-owned subsidiary, Sunteck Transport Co., Inc, 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. 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 its customers supply chain management.

The
Companys contract carrier services are also provided through a network of
independent sales agents and independent owner-operators throughout the United
States. The Company does not own any trucking equipment; its independent
owner-operators lease onto the Companys operating authority and transport freight
under its name. In the fourth quarter of 2006, the Company upgraded its driver
safety and compliance standards under the direction of a new safety director as
part of its effort to improve safety ratings and the quality of its owner
operator network. These changes resulted in a short-term reduction in the
number of owner operators and corresponding number of transactions in the
fourth quarter of 2006 and the first and second quarters of 2007, but did not
have any adverse long-term effect.

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

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 subsidiaries Sunteck Transport Carriers, Inc., and Eleets
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, 2007 and 2006, 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

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
3,113,000, 4,090,000 and 2,400,000 for the years ended December 31, 2007, 2006
and 2005, 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.

Recently Issued Accounting Standards

In
June 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the
accounting for uncertainty in tax positions. FIN 48 requires the recognition of
a tax position when it is more likely than not that the tax position will be
sustained upon examination by taxing authorities, based upon the technical
merits of the position. We adopted FIN 48 effective January 1, 2007. The
adoption of FIN 48 did not have a material impact on our financial statements.

In
September 2006, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 157, Fair Value Measurements (SFAS 157), which provides guidance
for using fair value to measure assets and liabilities. SFAS 157 defines fair
value and establishes a framework for measuring fair value; however, SFAS 157
does not expand the use of fair value in any new circumstances. The provisions
of SFAS 157 are effective for us as of January 1, 2008. We do not expect the
adoption of SFAS 157 to have a material impact on our financial statements.

In
February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS 159), which permits entities to choose
to measure many financial assets and liabilities at fair value. The fair value
option may be applied, subject to certain exceptions, on an instrument by
instrument basis; is irrevocable; and is applied only to entire instruments and
not to portions of instruments. The provisions of SFAS 159 are effective for us
as of January 1, 2008. We do not expect the adoption of SFAS 159 to have a
material impact on our financial statements.

In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS
141(R)), which establishes principles and requirements for how the acquirer of
a business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree. The Statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS 141(R) is
effective for us as of January 1, 2009. The provisions of SFAS 141(R) will
impact us only if we are party to a business combination after SFAS 141(R) has
been adopted.

F-9

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.

Reclassification

Certain
prior year balances have been reclassified to conform with the current year
presentation. These reclassifications had no effect on previously reported
results of operations or net assets.

Note 2 -Change in Accounting Principle

In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123R, Share-Based Payment (SFAS 123R). The
pronouncement requires companies to measure and recognize compensation expense
for all share-based payments to employees in the financial statements based on
the fair value at the date of the grant. In the first quarter of 2006, the
Company adopted SFAS 123R using the modified prospective method. Under the
modified prospective method, compensation cost is recognized for all
share-based payments granted after the adoption of SFAS 123R and for all awards
granted to employees prior to the adoption date of SFAS 123R that were unvested
on the adoption date. Accordingly, no restatements were made to prior periods.

Prior
to the adoption of SFAS 123R, the Company applied SFAS 123 to account for its
stock option plans. As permitted by SFAS 123, the Company had chosen to apply
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees in accounting for its employee stock compensation plans.
Accordingly, no compensation expense was recognized for its employee stock
option issuances, as stock options are issued with an exercise price at least
equal to the closing price at the date of grant.

Note 3  Advances and Other Assets

Advances and
other assets consists of the following:

December 31,2007

2006Signing bonuses to independent
sales  agents, amortized on a straight-line basis over the life of the underlying
  contracts from three to five years

$
2,184,000

$
368,000Non-interest bearing advances to
  independent sales agents repayable at the end of the underlying contracts at
  various dates from 2008 through 2012


942,000


725,000Loans to independent sales
agents bearing
  interest at prime to prime plus 1% payable in 2012


738,000


575,000Due from independent sales
agents and
  employees consisting primarily of short-term non-interest bearing loans and
  advanced commissions expected to be earned / repaid in the next twelve
  months.


1,008,000


576,0004,872,000


2,244,000Less: current portion


1,273,000


565,0003,599,000


1,679,000F-10

Advances and
other assets are expected to be earned / repaid as follows:

2008

$
1,273,0002009


454,0002010


647,0002011


1,416,0002012


967,000Thereafter


115,000$
4,872,000Note 4  Debt

Loan Payable

In
May 2003, the Company entered into a $1.5 million Line of Credit 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, in 2006
this line was increased to $4.0 million and in 2007 this line was increased to
$10.5 million. The Line of Credit expires in June 2009. The Line of Credit
provides for interest at the LIBOR plus 1 1/4% (5.85% at December 31, 2007) and
the maintenance of certain financial covenants.

Note 5- Income Taxes

For
the years ended December 31, 2007, 2006 and 2005, the provision for income
taxes consisted of the following:

2007

2006

2005Current

Deferred

Current

Deferred

Current

DeferredIncome tax expense before
application of operating loss carryforwards

$
1,066,000

$


$
1,083,000

$


$
841,000

$
Income tax expense (benefit) of
operating loss carryforwards


(910,000
)

910,000


(925,000
)

925,000


(718,000
)

718,000Change in valuation
allowance











(1,965,000
)




(2,304,000
)Income tax expense
(benefit)

$
156,000

$
910,000

$
158,000

$
(1,040,000
)
$
123,000

$
(1,586,000
)F-11

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,
2007, 2006 and 2005:

2007

2006

2005Federal Statutory Rate


34.0
%

34.0
%

34.0
%State income taxes, net of federal benefit


5.9


5.8


3.4Effect of:Utilization of
  operating loss carryforward





(34.0
)

(34.0
)Change in
  valuation allowance





(37.9
)

(44.0
)39.9
%

(32.1
)%

(40.6
)%Deferred
taxes are comprised of the following at December 31, 2007 and 2006:

December 31,
  2007

December 31,
  2006Deferred tax asset:Net operating
  loss carryforward

$
3,037,000

$
3,947,000The
deferred tax asset represents expected future tax savings resulting from the
Companys net operating loss carryforward. As of December 31, 2007, the Company
has a net operating loss carryforward of approximately $8.9 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, stockholder changes, including the possible
issuance by the Company of additional shares in one or more financing or
acquisition transactions.

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 all of the net
operating loss carryforward before its expiration in 2014.

Note 6 - 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
$65,000, $70,000 and $24,000 for the years ending December 31, 2008, 2009 and
2010, respectively. Rent expense for the years ended December 31, 2007, 2006
and 2005 was $124,000, $105,000 and $97,000, respectively.

Other Agreements

The
Company has employment agreements with Messrs. Wachtel and Wunderlich, its
chief executive officer and chief financial officer, respectively, who are also
stockholders. The agreements expire in December 31, 2011 and provide for
minimum annual compensation of $250,000 and $175,000,

F-12

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 $227,000 for the year ended
December 31, 2007, $269,000 and $229,000 for the year ended December 31, 2006, respectively,
and $125,000 for the year ended December 31, 2005.

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 7 -
Stockholders Equity

Stock Option Plans

The
Company has ten stock option plans; its 1985, 1986, 1989, 1992, 1997, 1999,
2003, 2005 and two 2006 Plans (collectively, the Plans). Pursuant to the Plans,
a total of 20,342,500 shares of common stock were made available for grant of
stock options. Under the Plans, options have been granted to key personnel to
purchase shares at not less than fair market value on the date of grant. Stock
options generally vest ratably over a period of three to five years from the
date of grant and must be exercised within ten years from the date of grant.
The Companys policy is to recognize compensation expense on a straight-line
basis over the requisite service period for the entire award. Compensation
expense is recognized only for those options expected to vest, with forfeitures
estimated at the date of grant based on the Companys historical experience and
future expectations. 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
12,811,000 as of December 31, 2007, 9,716,000 have been granted to independent
sales agents.

Option
activity for the years ended December 31, 2007, 2006 and 2005 was as follows:

Shares
  Subject to 
  Options

Weighted 
  Average 
  Exercise Price
  Per Share

Weighted
  Average 
  Remaining 
  Contractual 
  Life

Aggregate 
  Intrinsic 
  Value 
  (in millions)Outstanding, January 1, 2005


5,594,000

$
.28


5.9

$
1.8Forfeited


(611,000
)

.33Exercised


(406,000
)

.13Granted


2,504,000


.54Outstanding, December 31, 2005


7,081,000

$
.37


5.1

$
1.5Forfeited


(192,000
)

.56Exercised


(478,000
)

.22Granted


4,881,000


1.11Outstanding, December 31, 2006


11,292,000

$
.70


4.6

$
3.7Forfeited


(3,985,000
)

.96Exercised


(485,000
)

.11Granted


5,989,000


.87Outstanding December 31, 2007


12,811,000

$
.72


4.1

$
Exercisable, December 31, 2007


4,491,000

$
.46


3.1

$
1.0F-13

As
of December 31, 2007, there were 4,476,000 shares of common stock available for
issuance pursuant to future stock option grants. Additional information
regarding options outstanding as of December 31, 2007 is as follows:

Options outstanding

Options exercisableRange of 
  exercise prices

Shares

Weighted 
  average 
  remaining 
  contractual life 
  (years)

Weightedaverage exerciseprice

Shares

Weighted 
  average exercise
  price$
.05 - .20


1,320,000



3.8


$
.13


1,319,000

$
.13.24 - .65


3,720,000



2.7



.49


2,565,000


.47.72 - .88


4,764,000



5.6



.77


127,000


.871.00  1.48


3,007,000



3.8



1.18


479,000


1.22$
.05  1.48


12,811,000



4.1


$
.72


4,491,000

$
.46Weighted average grant-date fair value of options
granted:

2007

$
.872006

$
1.112005

$
0.54The
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.

2007

2006

2005Risk-free interest rate



5.0
%



4.52
%



3.00
%Expected dividend yield



0
%



0
%



0
%Expected volatility factor



13.61
%



18.16
%



22.29
%Expected option term, in
  years



6.00




6.00




6.00The
Company recognized stock-based compensation expense related to stock options of
$163,000, $134,000 and $89,000 for the years ended December 31, 2007, 2006 and
2005, respectively. As of December 31, 2007, the Company had $1.2 million of
unrecognized stock-based compensation expense related to nonvested stock option
plans that will be recognized over a period of five years.

F-14

Note 8 - 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 9 - Quarterly Results of Operations
(Unaudited)

Year Ended December 31, 2007
  Quarter EndedMar 31

June 30

Sep 30

Dec 31Gross
  revenues

$
22,054,000

$
26,224,000

$
29,079,000

$
32,975,000Net income

$
326,000

$
383,000

$
503,000

$
392,000Basic net
  income per share

$
.01

$
.01

$
.02

$
.01Diluted net income
  per share

$
.01

$
.01

$
.01

$
.01Year Ended December 31, 2006
  Quarter EndedMar 31

June 30

Sep 30

Dec 31Gross
  revenues

$
18,096,000

$
20,858,000

$
22,442,000

$
22,715,000Net income

$
1,155,000

$
1,044,000

$
986,000

$
443,000Basic net
  income per share

$
.04

$
.03

$
.03

$
.01Diluted net
  income per share

$
.03

$
.03

$
.03

$
.01Note 10 - Supplemental Disclosure of Cash
Flow Information and Non-Cash Financing Activities

Cash
paid for interest in 2007, 2006 and 2005 was $277,000, $113,000 and $56,000
respectively.

The
Company paid income taxes $118,000, $47,000 and $24,000 for the years ended
December 31, 2007, 2006 and 2005, respectively.

F-15

Note 11 - Subsequent Event

Subsequent
to December 31, 2007, it was brought to managements attention that a
transaction entered into between the Company and Michael Williams, the
Companys chief operating officer and general counsel, may have violated
Section 13(k) of the Exchange Act which makes it unlawful for any issuer to
extend or maintain credit in the form of a personal loan to or for any
director or executive officer. The transaction in questions involved a loan
from Mr. Williams to two of the Companys independent sales representatives,
the proceeds of which were used by them to exercise outstanding stock options.
In turn, the Company made a secured loan to Mr. Williams. After consulting with
independent counsel and the audit committee, the Company took appropriate steps
to rescind the transaction and restore the parties thereto, including the
Company, to the status quo ante.The
financial statements included in this Report have been adjusted to reflect this
rescission. The rescission of the transaction did not have a material impact on
the Companys financial statements.

F-16