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, 2008 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. Yeso No
x Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. 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. Yesx
Noo Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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, 2008 was (based upon the closing price on the Nasdaq
Over-the-Counter Bulletin Board of $0.62 per share) approximately $5,507,000. The
number of shares outstanding of the registrants common stock, $.001 par value,
as of March 16, 2009 was 32,946,060 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



10Item 5.

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

10Item 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

30Item 13.

Certain
Relationships and Related
 Transactions, and Director Independence

31Item 14.

Principal
Accounting Fees and Services

32PART
 IV



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 subsidiaries, Sunteck Transport Co., Inc. (Sunteck) and Eleets
Logistics, Inc., 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 $180.2 million, $31.7 million and $2.2
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.

2

Company background

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

The industry

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

The
present
market for freight moved by truck is 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

3

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

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

Operations and systems

We
processed approximately 130,000 freight orders in 2008, as compared with 85,000
in 2007.

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.

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.

Suppliers

We use
the
services of various third party transportation companies. During 2008, no third
party provider handled more than 10% of our shipping volume (measured by
revenue).

4

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 2008, 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
with 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.

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

5

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
February 27, 2009 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 in our industry or business in general, such as competitive
conditions, may also impair our business operations.

The
occurrence of any of the following risks could have a material adverse effect
on our business, financial condition and results of operations.

6

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.

We depend on the continued services of our
president, chief financial officer and chief operating officer.

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, our chief financial officer, William Wunderlich, and our chief operating
officer, Michael Williams. The loss of any of Messrs. Wachtel, Wunderlich or
Williams would adversely affect our business. We do not have any term key man
insurance

7

on any of them. If we lose any of their services, 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
17, 2009, our president, Harry Wachtel, owned approximately 15.2% of the issued
and outstanding shares of our common stock. Further, James T. Martin,
Kinderhook Partners, LP and Morehead Opportunity Fund, LP, three significant
stockholders, owned approximately 19.0%, 18.3% and 13.8%, respectively, of the
issued and outstanding shares of our common stock. As a result, any one of Mr.
Wachtel, Mr. Martin, Kinderhook Partners, LP or Morehead Opportunity Fund, 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 16, 2009,
our closing stock price has ranged from $0.80 to $0.21. On March 16, 2009, our
closing stock price was $0.25.

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


volatility
 in the trading markets generally;
fluctuations
 in our quarterly operating results; and
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 is currently experiencing

8

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 11.6 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 New York Stock
Exchange 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.

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

9

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
$68,000 for the twelve months ending April 2009 and $71,000 for the twelve
months ending April 2010. We lease approximately 1,433 square feet of space for
our sales and dispatch group at 6401 Congress Avenue, Boca Raton, Florida. This
lease runs through November, 2011 and provides for annual aggregate rent
payments of $18,000. We lease approximately 3,000 square feet of space for our
legal and compliance group at 11437 Central Parkway, Jacksonville, Florida.
This lease runs through November 2010 and provides for aggregate annual rent
payments of $36,000.

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

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

PART
II

Item 5.
MARKET FOR OUR
 COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND 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.

Bid PricesYear Ended
 December 31, 2008

High

LowFirst
 quarter


$
0.80



$
0.70Second
 quarter



0.80




0.60Third
 quarter



0.70




0.40Fourth
 quarter



0.50




0.21Year Ended
 December 31, 2007

High

LowFirst
 quarter


$
1.06



$
0.98Second
 quarter



0.97




0.74Third
 quarter



0.80




0.62Fourth
 quarter



0.87




0.6310

As of March
16, 2009, the closing bid price per share for our common stock, as reported on
the OTCBB was $0.25. As of March 16, 2009 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, 2008, 2007, 2006, 2005 and 2004. 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 31,2008

2007

2006

2005

2004Statement of Operations Data:Gross
 revenues

$
180,211

$
110,332

$
84,111

$
68,040

$
46,492Net revenues
 (1)


31,698


21,309


17,743


13,554


8,734Net income

$
2,224

$
1,604

$
3,628

$
3,608

$
1,466Net income
 per share (2)Basic

$
.07

$
.05

$
.11

$
.11

$
.05Diluted

$
.07

$
.05

$
.10

$
.11

$
.04(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, 2008,
 2007, 2006, 2005 and 2004 were 1,727,000, 3,113,000, 4,090,000, 2,400,000,
 and 2,523,000, respectively.000s omitted

As at December 31,2008

2007

2006

2005

2004Balance Sheet Data:Cash and
 cash equivalents

$
390

$
270

$
146

$
419

$
38Accounts
 receivable, net


29,863


24,224


16,967


12,735


9,658Total assets


42,776


33,190


23,822


16,646


11,795Total
 liabilities


26,467


19,374


11,826


8,515


7,383Deficit


(3,628
)

(5,852
)

(7,456
)

(11,084
)

(14,692
)Stockholders
 equity


16,309


13,816


11,996


8,131


4,41212

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 subsidiaries, Sunteck Transport Co., Inc. (Sunteck) and Eleets Logistics, Inc., 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
$180.2 million, $31.7 million and $2.2 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 85,000 in 2007 to130,000 in 2008, an increase
of 53%. The average gross revenue dollar per load increased by 7% in 2008 as
compared to 2007. This increase is the result of higher fuel prices passed
through to customers as fuel service charges and revenue mix 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 2008 vs 2007

During
the year ended December 31, 2008, we continued to implement our strategic
growth business plan consisting primarily of the expansion of client services
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:

Year Ended December 31,2008

2007Net revenues


100.0
%


100.0
%Commissions


64.3
%


63.3
%Operating expenses


22.5
%


22.9
%Interest expense


1.6
%


1.3
%Income taxes


4.6
%


5.0
%Net income


7.0
%


7.5
%Revenues

Gross
revenues, consisting of freight fees and other related services revenue,
totaled $180,211,000 for the year ended December 31, 2008, as compared with
$110,332,000 in the prior year, an increase of 63%. Net revenues were
$31,698,000 for the year ended December 31, 2008, as compared with $21,309,000
in the prior year, an increase of 49%. This increase is the direct result of
the continued expansion of our agent network and customer base which resulted
in a 53% increase in the number of transactions processed. As a percentage of
gross revenue, net revenue decreased from 19.3% to 17.6%, year over year. This
decrease is primarily the result of revenue mix and increased direct freight
costs relating to competition, fuel prices and the availability of equipment.

14

Costs
and expenses

Commissions
totaled $20,373,000 for the year ended December 31, 2008, as compared with
$13,492,000 in the prior year, an increase of 51%. 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 64.3% for the year ended December 31, 2008 as compared with 63.3% 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 $7,129,000 for the year ended December 31, 2008, as compared
with $4,870,000 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. As a percentage of net revenues, operating expenses were
22.5% for the year ended December 31, 2008 as compared with 22.9% in the prior
year. We presently have adequate facilities and management to handle our
present and anticipated transaction volume in 2009 without a significant
increase in overhead.

Interest
expense was $500,000 for the year ended December 31, 2008 as compared with
$277,000 in the prior year. This increase is primarily the result of increased
average borrowings to support increased expenses related to our business
expansion.

Income
tax

Income
tax expense was $1,471,000 for the year ended December 31, 2008 as compared
with $1,066,000 in the prior year. The 2008 income tax expense reflects an
effective federal and state tax rate of 39.8% and is comprised of a deferred
tax expense of $1,256,000 related to the utilization of our federal tax loss
carryforward and a current state tax expense of $215,000. 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.

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.

15

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

Year Ended December 31,2007

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.

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 2007 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

16

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.

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, 2008, we increased gross revenues from $110.3 million
to $180.2 million. As of December 31, 2008, we had an accumulated deficit of
$3.6 million compared to $5.9 million at December 31, 2007. 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 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, 2008, we had a balance outstanding of $14,164,000 under our $20.0 million
line of credit with Wachovia Bank. The line of credit was subject to the
maintenance of certain financial covenants, was secured by accounts receivable
and other operating assets, and was due to mature in June 2010.

In February
2009, we entered into a $30.0 million line of credit with Regions Bank, secured
by substantially all of our assets. The line of credit, which replaced the then
existing $20.0 million line of credit with Wachovia Bank, is due to expire in
March 2012, accrues interest at a rate of LIBOR plus 1 1/2% with a minimum of
3%, and is subject to the maintenance of certain financial covenants. 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.

17

At
December 31, 2008, we had liquid assets of approximately $390,000.

The total
amount of debt outstanding at December 31, 2008 and 2007 was $14,164,000 and
$8,790,000, respectively. The following table presents our debt instruments and
their weighted average interest rates at December 31, 2008 and 2007,
respectively:

Balance

Weighted
 Average
 Rate

Balance

Weighted
 Average
 Rate2008

2007Line of
 Credit

$
14,164,000


1.69%

$
8,790,000


5.9%Inflation
and changing prices had no material impact on our revenues or the results of
operations for the year ended December 31, 2008.

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.

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, 2008, we had a net
operating loss carryforward of approximately $5.2 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.

18

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
September 2006, the Financial Accounting Standards Board (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. We adopted SFAS 157 on January 1, 2008
for our financial assets and liabilities. The adoption of SFAS 157 did not have
a material impact on our financial statements.

In
February 2008, the FASB issued Staff Position 157-2, which delayed the
effective date of SFAS 157 for non-financial assets and liabilities. We will be
required to apply the provisions of SFAS 157 to our non-financial assets and
liabilities as of January 1, 2009. We do not expect the adoption of SFAS 157 in
relation to our non-financial assets and liabilities 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. We adopted SFAS 159 on January 1, 2008. The
adoption of SFAS 159 did not 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. SFAS 141(R) 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.

Off-balance Sheet Arrangements

We
do not have any off-balance sheet arrangements.

19

Contractual Obligations

The
following table summarizes our contractual obligations as of December 31, 2008:

Payments due by periodContractual Obligations

Total

Less than 1
 year

1-3 years

3-5
 years

More than 5
 yearsOperating Lease Obligations

$       215,000

$       124,000

$        91,000



Line of Credit

14,164,000



$ 14,164,000



Total

$  14,379,000

$       124,000

$ 14,255,000



3Item 7A.
QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKA
smaller reporting company is not required to provide the information required
by this Item.

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 ProceduresOur
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.

(b)
Managements Report on Internal Control over Financial
 ReportingOur
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A companys internal
control over financial reporting includes those policies and procedures that
pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the

20

transactions
and dispositions of the assets of the company; provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Management
evaluated our internal control over financial reporting as of December 31,
2008. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control  Integrated Framework.
As a result of this assessment and based on the criteria in this framework,
management has concluded that, as of December 31, 2008, our internal
control over financial reporting was effective.

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 ReportingThere
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

69

DirectorThomas C.
 Robertson

63

DirectorHarry
 Wachtel

50

President,
 chief executive officer and directorMark Weiss

48

National
 account executive and directorWilliam
 Wunderlich

61

Chief
 financial officerMichael P.
 Williams

42

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 2007 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 2007, 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 handling customer and vendor contract negotiations, risk
management strategies, human resources and assets

22

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 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 Exchange
Act.

Code of Ethics

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

Section 16(a) beneficial ownership reporting
compliance

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

23

Item 11.
EXECUTIVE COMPENSATIONCompensation 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 chief
operating officer.

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 2008 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 2008 Compensation

We believe
that the total compensation paid to our named executive officers for the fiscal
year ended December 31, 2008 achieves the overall objectives of our
executive compensation program. In accordance with our overall objectives,
executive compensation for 2008 was competitive with our peer group and was
weighted more heavily to pay for performance.

Employment Agreements and Severance Benefits

We have
employment agreements with our chief executive officer, Harry M. Wachtel, our
chief financial officer, William I. Wunderlich and our chief operating officer,
Michael Williams. 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 for Messrs. Wachtel and Wunderlich provide for annual base salaries of
$250,000 and $175,000, respectively, and for participation in all executive
benefit plans. Each of their 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 Messrs. Wachtel and 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

26

incentive plan and other compensation then vested. If either Mr.
Wachtel or Mr. Wunderlich is terminated without cause or if either 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.The
employment contract with Mr. Williams provides for participation in all
executive benefit plans and for a base salary starting at $175,000 per year
which will increase to $205,000 per year by the fourth year of the contract
term. During the term of the agreement, he will also be entitled to cash
bonuses annually which increases by $25,000 per year and ranges from $25,000,
in year one, to $125,000, in year five. The bonuses are paid annually and
contingent on AutoInfo meeting certain agreed upon annual earnings target each
year. The term of the employment contract with Mr. Williams is five-years,
expiring on December 31, 2011, which, beginning on December 1, 2011, will
automatically be extended for an additional one year period on that date and on
each anniversary of that date unless thirty days prior written notice of
termination is provide by either party. The agreement also generally provides
that if (i) we terminate his employment for cause, due to death or disability,
we would be obligated to pay all compensation accrued to him prior to any such
date of termination; and (ii) he terminates his employment for good reason on
or prior to December 31, 2009, we would be obligated to pay all of his unpaid
base compensation through and including December 31, 2009.

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 2008 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 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.

27

Summary Compensation Table

The
following table sets forth certain information with respect to compensation for
the years ended December 31, 2008 and 2007 earned by or paid to our chief
executive officer and our two other most highly compensated executive
officers in 2008 whose total compensation exceeded $100,000 (the named
executive officers).

Summary Compensation Table

Name and Principal
 Position


Year


Salary ($)


Bonus ($)


Option
 Awards($)
 (1)


Other(2)


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


2008
 2007


$250,000
 $250,000


$287,000
 $227,000


$42,000
         


$16,000


$595,000
 $477,000William I.
 Wunderlich,
 Executive vice president
 and chief financial officer


2008
 2007


$175,000
 $175,000


$287,000
 $227,000


$25,000
          


$16,000


$505,000
 $402,000Michael P.
 Williams,
 Chief operating officer


2008
 2007


$185,000
 $175,000


$         
 $  25,000


$12,000
 $12,000


$  6,000


$203,000
 $212,000(1)
Reflects the value of the
 stock option that was charged to income as reported on our financial statements
 and calculated using the provisions of Statement of Financial Accounting
 Standards (SFAS) No. 123R, Share-based Payments.(2)
Includes company matching
 contributions to a qualifying 401(K) plan.Discussion of Summary Compensation

Our
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
Arrangements

Our
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, 2008 with respect to the named executive
officers.

Outstanding Equity Awards at Fiscal Year-End

Option AwardsName

Number of
 Securities
 Underlying
 Unexercised
 Options
 Exercisable

Number of
 Securities
 Underlying
 Unexercised
 Options
 Unexercisable

Option
 Exercise
 Price

Option
 Expiration
 DateHarry M. Wachtel

500,000






$
1.173


1/10/2010William I. Wunderlich

300,000






$
1.173


1/10/2010William I. Wunderlich

500,000






$
0.10


11/30/2009Michael P. Williams

100,000


500,000



$
1.12


6/6/2012Compensation of Directors

We do not
pay any directors fees. Directors are reimbursed for the costs relating to
attending board and committee meetings. During 2008, 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 $0.84 per share, 115% of the
fair market value on the date of grant.

The
following table provides compensation information for the year ended December
31, 2008 for each of the independent members of our board of directors.

Director Compensation

Name


Year

Option Awards (1) (2)

TotalThomas C.
 Robertson

2008

$
8,900

$
8,900Peter C.
 Einselen

2008

$
8,900

$
8,900(1) Reflects the value of the stock option that was charged to income
 as reported on our financial statements and are calculated using the
 provisions of Statement of Financial Accounting Standards (SFAS) No. 123R,
 Share-based Payments.(2) During 2008, each of Mr. Robertson and Mr. Einselen was granted
 one option award on January 8, 2008 exercisable for 100,000 shares of our
 common stock, respectively. The fair value (computed in accordance with SFAS
 123R) on such date was $8,900, respectively.29

Equity Compensation Plan InformationYear Ended
December 31, 2008

Plan
 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 (1992, 1997,
1999,
 2003 and 2006)



6,117,000



$
0.76




4,006,000Equity compensation plans not approved by security holders
(1)



5,487,000



$
0.71




1,316,000Total



11,604,000



$
0.73




5,322,000(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.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 20, 2009, 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.

30

Name of
 Beneficial Owner (1)

Shares of Common Stock
 Beneficially Owned

Percentage
 Of Ownership(i)
 Directors and Executive OfficersHarry Wachtel


6,762,000
(2)


20.2
%Thomas C. Robertson


655,000
(3)


2.0
%Peter C. Einselen


785,000
(4)


2.3
%Mark Weiss


1,072,000
(7)


3.2
%William I. Wunderlich


1,622,000
(5)(8)


4.8
%Michael P. Williams


100,000
(6)


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


9,737,000
(9)


27.4
%(ii) 5%
 StockholdersJames T. Martin


6,270,000



19.0
%Kinderhook Partners, LP


6,038,000



18.3
%Morehead Opportunity Fund,
 LP


4,535,000



13.8
%* Less than one percent.(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. The address
 for Morehead Opportunity Fund, LP is 5151 Glenwood Avenue, Suite 300,
 Raleigh, NC 27612.(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
 450,000 shares issuable upon the exercise of stock options.(4)
Includes
 485,000 shares issuable upon the exercise of stock options(5)
Includes
 800,000 shares issuable upon the exercise of stock options.(6)
Includes
 100,000 shares issuable upon the exercise of stock options.(7)
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 and 220,000 shares issuable upon the
 exercise of stock options.(8)
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.(9)
Assumes
 that all currently exercisable options or warrants owned by members of this
 group have been exercised.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, 2008, 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.

31

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, 2008 and
2007 are as follows:

2008

2007Audit fees

$
80,000

$
66,000Audit
 related fees





Tax fees





All other
 fees





Total fees

$
80,000

$
66,000Audit 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)
 Exhibits:
 Exhibit No.



DescriptionNo. 3A

Certificate of Incorporation of the Company, as amended. (6)No. 3B

Amended and Restated By-Laws of the Company. (3)No. 4A

Specimen Stock Certificate. (1)No. 10A

** 1992 Stock Option Plan. (2)No. 10B

** 1997 Stock Option Plan. (4)No. 10C

** 1997 Non-Employee Stock Option Plan. (4)No. 10D

** 1999 Stock Option Plan. (5)No. 10E

** Employment Agreement between AutoInfo, Inc. and Harry M. Wachtel
 dated as of January 1, 2007. (10)No. 10F

** Employment Agreement between AutoInfo, Inc. and William I.
 Wunderlich dated January 1, 2007. (10)32

No. 10G

First Amendment to Revolving Credit and Security Agreement between
 Wachovia Bank and AutoInfo, Inc., et al. (7)No. 10H

Second Amendment to Revolving Credit and Security Agreement between
 Wachovia Bank and AutoInfo, Inc., et al. (8)No. 10I

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

** 2003 Stock Option Plan. (9)No. 10K

** 2005 Independent Sales Agent Stock Option Plan. (10)No. 10L

** 2006 Stock Option Plan. (10)No. 10M

** 2006 Independent Sales Agent Stock Option Plan. (10)No. 10N

Fourth Amendment to Revolving Credit and Security Agreement between
 Wachovia Bank and AutoInfo, Inc., et al. (11)No. 10O

Fifth Amendment to Revolving Credit and Security Agreement between
 Wachovia Bank and AutoInfo, Inc., et al. (11)No. 10P

Sixth Amendment to Revolving Credit and Security Agreement between
 Wachovia Bank and AutoInfo, Inc., et al. (11)No. 10Q

** Employment Agreement between AutoInfo, Inc. and Michael. P.
 Williams dated as of January 1, 2007. (11)No. 10R

Loan and Security Agreement between Regions Bank and AutoInfo, Inc.,
 et al.*No. 14A

Code of Ethics. (7)No. 21A

Subsidiaries of the Registrant. (7)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.33

(1)
This Exhibit was filed as Exhibit to our Registration Statement on
 Form S-1 (File No. 33-15465) and is incorporated herein by reference.(2)
This Exhibit was filed as an Exhibit our definitive proxy statement
 dated October 2, 1992 and is incorporated herein by reference.(3)
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.(4)
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.(5)
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.(14)
This Exhibit was filed as an Exhibit to our Annual Report on Form
 10-K for the year ended December 31, 2007 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.

34

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 20, 2009 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
 Chairman of the Board
 (Principal Executive Officer)

March 20,
 2009/s/ William
 I. WunderlichWilliam I.
 Wunderlich

Chief Financial Officer
 (Principal Accounting Officer)

March 20,
 2009/s/ Mark
 WeissMark Weiss

Director

March 20,
 2009/s/ Peter C.
 EinselenPeter C.
 Einselen

Director

March 20,
 2009/s/ Thomas
 C. RobertsonThomas C.
 Robertson

Director

March 20,
 200935

AUTOINFO, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public
 Accounting Firm
F-2Consolidated Balance Sheets as of December
 31, 2008 and 2007
F-3Consolidated Statements of Income for the
 Years Ended December 31, 2008, 2007 and 2006
F-4Consolidated Statements of Stockholders
 Equity for the Years Ended December 31, 2008, 2007 and 2006
F-5Consolidated Statements of Cash Flows for
 the Years Ended December 31, 2008, 2007 and 2006
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.
Boca Raton, Florida

We have audited the accompanying consolidated balance sheets of
AutoInfo, Inc. and subsidiaries as of December 31, 2008 and 2007, and the
related consolidated statements of income, stockholders equity, and cash flows
for each of the three years in the period ended December 31, 2008. 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, 2008 and 2007, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2008, in conformity with accounting principles generally accepted in the
United States of America.

March 17, 2009
Shelton, Connecticut

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

AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

December 31,2008


2007ASSETS (Note 3)Current assets:Cash and cash equivalents

$
390,000


$
270,000Accounts receivable, net of allowance for
 doubtful accounts of $370,000 and $326,000 as of December 31, 2008 and 2007, respectively


29,863,000



24,224,000Deferred income taxes (Note 4)


1,100,000



1,000,000Prepaid expenses


560,000



310,000Current portion of advances and other
 assets (Note 2)


1,260,000



1,273,000Total
 current assets


33,173,000



27,077,000Fixed
 assets, net of depreciation


590,000



477,000Deferred
 income taxes (Note 4)


680,000



2,037,000Advances and
 other assets, net of current portion (Note 2)


8,333,000



3,599,000$
42,776,000


$
33,190,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent
 liabilities:Accounts payable and accrued liabilities

$
12,303,000


$
10,584,000Loan payable
 (Note 3)


14,164,000



8,790,000Commitments
 and contingencies (Note 5)Stockholders
 equity: (Note 6)Common stock - authorized 100,000,000
 shares, $.001 par value; issued and outstanding 32,946,000 and 32,586,000 as
 of December 31, 2008 and 2007, respectively


33,000



33,000Additional paid-in capital


19,904,000



19,635,000Deficit


(3,628,000
)


(5,852,000
)Total stockholders equity


16,309,000



13,816,000$
42,776,000


$
33,190,000The 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 31,2008


2007


2006Gross
 revenues

$
180,211,000


$
110,332,000


$
84,111,000Cost of
 transportation


148,513,000



89,023,000



66,368,000Net revenues


31,698,000



21,309,000



17,743,000Commissions


20,373,000



13,492,000



11,044,000Operating
 expenses


7,130,000



4,870,000



3,840,00027,503,000



18,362,000



14,884,000Income from
 operations


4,195,000



2,947,000



2,859,000Interest
 expense


500,000



277,000



113,000Income
 before income taxes (benefit)


3,695,000



2,670,000



2,746,000Income taxes
 (benefit) (Note 4)


1,471,000



1,066,000



(882,000
)Net income

$
2,224,000


$
1,604,000


$
3,628,000Net income
 per share:Basic

$
.07


$
.05


$
.11Diluted

$
.07


$
.05


$
.10Weighted
 average number of common shares:Basic


32,774,000



32,447,000



31,915,000Diluted


34,501,000



35,560,000



36,005,000The 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, 2006


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
)Exercise of stock options


360,000





54,000Stock-based compensation
 expense








215,000Net income











2,224,000Balance, December 31, 2008


32,946,000

$
33,000

$
19,904,000

$
(3,628,000
)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 31,2008

2007

2006Cash flows
 from operating activities:Net income

$
2,224,000

$
1,604,000

$
3,628,000Adjustments to reconcile net income to net
 cash used in operating activities:Change in allowance for doubtful accounts


44,000


77,000


48,000Depreciation and amortization expenses


201,000


142,000


104,000Stock-based compensation expense


215,000


163,000


134,000Deferred income taxes


1,256,000


910,000


(1,040,000
)Changes in operating assets and
 liabilities:Accounts receivable


(5,683,000
)

(7,335,000
)

(4,279,000
)Prepaid expenses


(250,000
)

(116,000
)

(108,000
)Accounts payable and accrued liabilities


1,719,000


2,209,000


1,140,000Net cash used in operating activities


(274,000
)

(2,346,000
)

(373,000
)Cash flows from investing activities:Advances and other assets


(4,721,000
)

(2,628,000
)

(2,037,000
)Capital expenditures


(313,000
)

(294,000
)

(137,000
)Net cash used in investing activities


(5,034,000
)

(2,922,000
)

(2,174,000
)Cash flows from financing activities:Exercise of stock options


54,000


53,000


103,000Increase in loan payable, net


5,374,000


5,339,000


2,171,000Net cash provided by financing activities


5,428,000


5,392,000


2,274,000Net change in cash and cash equivalents


120,000


124,000


(273,000
)Cash and cash equivalents, beginning of
 year


270,000


146,000


419,000Cash and cash equivalents, end of year

$
390,000

$
270,000

$
146,000The 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, 2008, 2007 and 2006

Note
1 - Business and Summary of Significant Accounting Policies

Business
Overview

Through its
wholly-owned subsidiaries, Sunteck Transport Co., Inc and Eleets Logistics, 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.

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).

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

F-7

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, 2008 and 2007, 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.

Employee Benefit Plan:

In 2008,
the Company established a qualified 401 (K) plan covering all employees meeting
certain minimum requirements. Employees may contribute up to 5% of eligible
compensation, as defined, and may make additional contributions subject to
Internal Revenue Code limitations. The plan provides for matching contributions
by the Company equal to 100% of the employees first 3% of elective

F-8

deferrals and an additional 50% of the next 2% of elective deferrals,
subject to a maximum contribution of 4% of an employees eligible compensation.
401 (K) expense charged to operations in 2008 was $91,000.

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
1,727,000, 3,113,000 and 4,090,000 for the years ended December 31, 2008, 2007
and 2006, 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
September 2006, the Financial Accounting Standards Board (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. We adopted SFAS 157 on January 1, 2008 for our
financial assets and liabilities. The adoption of SFAS 157 did not have a
material impact on our financial statements.

In
February 2008, the FASB issued Staff Position 157-2, which delayed the
effective date of SFAS 157 for non-financial assets and liabilities. We will be
required to apply the provisions of SFAS 157 to our non-financial assets and
liabilities as of January 1, 2009. We do not expect the adoption of SFAS 157 in
relation to our non-financial assets and liabilities 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. We adopted SFAS 159 on January 1, 2008. The
adoption of SFAS 159 did not 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. SFAS 141(R) 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.

F-9

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.

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.

Note 2  Advances and
Other Assets

Advances and
other assets consists of the following:

December 31,2008

2007Signing bonuses to independent sales
 agents, amortized on a straight-line basis over the life of the underlying
 contracts from three to five years

$
1,448,000

$
2,184,000Non-interest bearing advances to
 independent sales agents repayable at the end of the underlying contracts at
 various dates through 2014


1,151,000


942,000Loans to independent sales agents bearing
 interest at prime to prime plus 1% repayable through 2013


6,046,000


738,000Due 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.


948,000


1,008,0009,593,000


4,872,000Less: current portion


1,260,000


1,273,0008,333,000


3,599,000Advances and
other assets are expected to be earned / repaid as follows:

2009

$
1,260,0002010


451,0002011


1,296,0002012


1,144,0002013


5,242,000Thereafter


200,000$
9,593,000F-10
Note 3  Debt

Loan Payable

At December
31, 2008, we had a balance outstanding of $14,164,000 under our $20.0 million
line of credit with Wachovia Bank. The line of credit was subject to the
maintenance of certain financial covenants, was secured by accounts receivable
and other operating assets, and matured in June 2010. The line of credit
provided for interest at the LIBOR plus 1 1/4% (1.69% at December 31, 2008).

In February
2009, the Company entered into a $30.0 million line of credit with Regions
Bank, secured by substantially all assets of the Company. The line of credit
replaces the $20.0 million line of credit with Wachovia Bank, expires in March
2012, provides for interest at the LIBOR plus 1 1/2% with a minimum of 3%, and
the maintenance of certain financial covenants.

Note 4- Income Taxes

For
the years ended December 31, 2008, 2007 and 2006, the provision for income
taxes consisted of the following:

2008

2007

2006Current

Deferred

Current

Deferred

Current

DeferredIncome tax expense before application of
 operating loss carryforwards

$
1,471,000

$


$
1,066,000

$


$
1,083,000

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


(1,257,000
)

1,257,000


(910,000
)

910,000


(925,000
)

925,000Change in valuation allowance

















(1,965,000
)Income tax expense (benefit)

$
214,000

$
1,257,000

$
156,000

$
910,000

$
158,000

$
(1,040,000
)The
following table reconciles the Companys effective income tax rate on income
before income taxes to the Federal Statutory Rate for the years ended December
31, 2008, 2007 and 2006:

2008

2007

2006Federal
 Statutory Rate

34.0
%

34.0
%

34.0
%State income
 taxes, net of federal benefit

5.8


5.9


5.8Effect of:Utilization of operating loss carryforward







(34.0
)Change in valuation allowance







(37.9
)39.8
%

39.9
%

(32.1
)%F-11

Deferred
taxes are comprised of the following at December 31, 2008 and 2007:

December 31,
 2008

December 31,
 2007Deferred tax
 asset:Net operating loss carryforward

$
1,780,000

$
3,037,000The
deferred tax asset represents expected future tax savings resulting from the
Companys net operating loss carryforward. As of December 31, 2008, the Company
has a net operating loss carryforward of approximately $5.2 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 5 - Commitments and Contingencies

Leases

The Company
is obligated under non-cancelable operating leases for premises expiring at
various dates through November 2011. Future minimum lease payments are
$124,000, $75,000 and $16,000 for the years ending December 31, 2009, 2010 and
2011, respectively. Rent expense for the years ended December 31, 2008, 2007
and 2006 was $206,000, $124,000 and $105,000, 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 and Mr. Williams, its chief operating officer. The agreements with
Mssrs. Wachtel and Wunderlich expire on December 31, 2011 and provide for
minimum annual compensation of $250,000 and $175,000, and bonuses equal to 10%
of the Companys consolidated pre-tax profit (as defined) up to $1,250,000 and
5% of consolidated pre-tax profit in excess of $1,250,000,
respectively. Under the terms of the agreements, annual salaries and
bonuses shall not exceed $750,000 and $675,000 for Messrs. Wachtel and
Wunderlich, respectively. Bonus payments to each of Messrs. Wachtel and
Wunderlich were $287,000 and $227,000 for the years ended December 31, 2008 and
2007 and $269,000 and $229,000 for the year ended December 31, 2006,
respectively. The agreement with Mr. Williams expires on December 31, 2011 and
provides for a base salary starting at $175,000 per year which will increase to
$205,000 per year by the fourth year of the contract term. During the term of
the agreement, he will also be entitled to cash bonuses annually which increase
by $25,000 per year and range from $25,000, in year one, to $125,000, in year
five. The bonuses are paid annually and are contingent on AutoInfo meeting
certain agreed upon annual earnings target each year. A bonus of $25,000 was
paid for the year ended December 31, 2007. No bonus was paid for the year ended
December 31, 2008.

F-12

Litigation

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

Note
6 - Stockholders Equity

Stock Option Plans

The Company
has seven stock option plans; its 1992, 1997, 1999, 2003, 2005 and two 2006
Plans (collectively, the Plans). Pursuant to the Plans, a total of 18,850,000
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, 1992 or 1997 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
11,604,000 as of December 31, 2008, 9,669,000 have been granted to independent
sales agents.

Option
activity for the years ended December 31, 2008, 2007 and 2006 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, 2006

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

$
Forfeited

(3,847,000
)

.77Exercised

(360,000
)

.16Granted

3,000,000


.78Outstanding
 December 31, 2008

11,604,000

$
.73

3.2

$
Exercisable,
 December 31, 2008

6,334,000

$
.64

2.1

$
F-13

As
of December 31, 2008, there were 5,322,000 shares of common stock available for
issuance pursuant to future stock option grants. Additional information
regarding options outstanding as of December 31, 2008 is as follows:

Options outstanding

Options exercisableRange of
 exercise prices

Shares

Weighted
 average
 remaining
 contractual life
 (years)

Weighted
 average exercise
 price

Shares

Weighted
 average exercise
 price$
.05 - .20

999,000

2.5


$
.13

999,000

$
.13.24 - .65

3,639,000

1.7



.49

2,911,000


.48.72 - .88

3,989,000

5.1



.78

515,000


.501.00  1.48

2,977,000

2.7



1.17

1,909,000


1.18$
.05  1.48

11,604,000

3.2


$
.73

6,334,000

$
.64Weighted
average grant-date fair value of options granted:

2008

$
.782007

$
.872006

$
1.11The
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.

2008

2007

2006Risk-free
 interest rate

2.25
%
5.0
%
4.52
%Expected
 dividend yield

0
%
0
%
0
%Expected
 volatility factor

10.82
%
13.61
%
18.16
%Expected
 option term, in years

5.90

6.00

6.00The Company
recognized stock-based compensation expense related to stock options of
$215,000, $163,000 and $134,000 for the years ended December 31, 2008, 2007 and
2006, respectively. As of December 31, 2008, the Company had $704,000 of
unrecognized stock-based compensation expense related to nonvested stock option
plans that will be recognized over a period of five years.

Note
7 - Fair Value of Financial Instruments

The
following disclosures of fair value were determined by management using
available market information and appropriate valuation methodologies.
Considerable judgment is necessary to interpret market data and develop
estimated fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Company could realize on disposition
of the financial

F-14

instruments. The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value amounts.

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

Note 8 - Quarterly
Results of Operations (Unaudited)

Year Ended December 31, 2008
 Quarter EndedMar 31


June 30


Sep 30


Dec 31Gross
 revenues

$
36,562,000


$
45,234,000


$
52,744,000


$
45,671,000Net income

$
490,000


$
596,000


$
560,000


$
578,000Basic net
 income per share

$
.01


$
.02


$
.02


$
.02Diluted net
 income per share

$
.01


$
.02


$
.02


$
.02Year 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


$
.01Note 9 - Supplemental
Disclosure of Cash Flow Information and Non-Cash Financing Activities

Cash paid
for interest in 2008, 2007 and 2006 was $500,000, $277,000 and $113,000,
respectively.

The Company
paid income taxes of $130,000, $102,000 and $118,000 for the years ended
December 31, 2008, 2007 and 2006, respectively.

F-15