SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

                                   ----------

                                   (Mark One)
            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003
                                       OR
          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      For the transition period from _________________ to _________________

                        Commission File Number 001-11497

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

            DELAWARE                                             13-2867481
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                        6413 Congress Avenue - Suite 240
                              Boca Raton, FL 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,
                                 Par value $.001

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B 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-KSB or any amendment to
this Form 10-KSB. |X|

The Registrant's revenues for the year ended December 31, 2003 were $27,171,000.

As of March 17, 2004, 31,116,256 shares of the Registrant's common stock were
outstanding. The aggregate market value of the common stock of the Registrant
held by non-affiliates of the Registrant as of March 17, 2004 (based upon the
closing price on the OTC Bulletin Board of the National Association of
Securities Dealers of $0.58 on that date) was approximately $6,782,000.

Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |X| No |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

<PAGE>

                                 AUTOINFO, INC.

                            Form 10-KSB Annual Report
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                 Page
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<S>                                                                               <C>
PART I..............................................................................3

   Item 1.     Business.............................................................3
               Risk Factors.........................................................7
   Item 2.     Properties..........................................................12
   Item 3.     Legal Proceedings...................................................12
   Item 4.     Submission of Matters to a Vote of Security Holders.................12

PART II............................................................................13

   Item 5.     Market for our Common Equity and Related Stockholder Matters........13
               Selected Consolidated Financial Data................................14
   Item 6.     Management's Discussion and Analysis of Financial Condition
               and Results of Operations...........................................15
   Item 7.     Financial Statements and Supplementary Data.........................20
   Item 8.     Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosures...........................................20
   Item 8A.     Controls and Procedures............................................20

PART III...........................................................................21

   Item 9.     Directors and Executive Officers....................................21
   Item 10.     Executive Compensation.............................................23
   Item 11.     Security Ownership of Certain Beneficial Owners and Management.....24
   Item 12.     Certain Relationships and Related Transactions.....................25
   Item 13.     Exhibits and Reports On Form 8-K...................................26
   Item 14.     Principal Accounting Fees and Services.............................27
</TABLE>

                      FORWARD LOOKING STATEMENT INFORMATION

      Certain statements made in this Annual Report on Form 10-KSB 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 of the Company 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."


                                       2
<PAGE>

                                     PART I

                                    BUSINESS

Overview

      Through our wholly-owned subsidiary, Sunteck Transport Co., Inc.
(Sunteck), we are a non-asset based transportation services company, providing
transportation capacity and related transportation services to shippers
throughout the United States, and to a lesser extent, Canada. Our non-asset
based services include ground transportation coast to coast, local pick up and
delivery, air freight and ocean freight. We have strategic alliances with less
than truckload, truckload, air, rail and ocean common carriers to service our
customers' needs. 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 non-exclusive contractual arrangements with Sunteck 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,
Sunteck operates a transportation services business with revenue of
approximately $27 million during our most recently completed fiscal year.

      Our brokerage services are provided though a network of independent sales
agents. As of March 1, 2004, we had six regional operating centers providing
brokerage services and representatives in 15 states and Canada. Our services
include arranging for the transport of customers' freight from the shippers
location to the designated destination. We do not own any trucking equipment and
rely on independent carriers for the movement of customers' freight. We seek to
establish long-term relationships with our customers and provide a variety of
logistics services and solutions to eliminate inefficiencies in our customers'
supply chain management.

      Our contract carrier services, which commenced in 2003, are also provided
through a network of independent sales agents. We do no own any trucking
equipment and have a network of independent owner-operators who lease onto our
operating authority and transport freight under the Sunteck name. As of March 1,
2004, we had five regional offices providing contract carrier services and 43
independent owner-operators.

Strategy

      Our strategy is to continue to expand through affiliations with
independent sales agents and through internal expansion. We intend to seek, on a
selective basis, acquisition of businesses that have product lines or services
which complement and expand our existing services and product lines, 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.

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.


                                       3
<PAGE>

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

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

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

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

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

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

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

      Third party logistics companies provide numerous services to clients on an
outsourced basis, by contract and on demand. The continued growth of this
industry has created secondary market opportunities to provide low-cost delivery
to the endpoint, in addition to supply chain services of warehousing, inventory
management and electronic interface with customers and suppliers. Third party
logistics companies provide customized domestic and international freight
transportation of customers' goods and packages, via truck, rail, airplane and
ship, and provide warehousing and storage of those goods. Many companies utilize
information systems and expertise to reduce inventories, cut transportation
costs, speed delivery and improve customer service. The third-party logistics
services business has been bolstered in recent years by the competitiveness of
the global economy, which causes shippers to focus on reducing handling costs,
operating with lower inventories and shortening inventory transit times. Using a
network of transportation, handling and storage providers in multiple
transportation modes, third-party logistics services companies seek to improve
their customers' operating efficiency by reducing their inventory levels and
related handling costs. Many third-party logistics service providers are
non-asset-based, primarily utilizing physical assets owned by others in multiple
transport modes.

      The third-party logistics services business increasingly relies upon
advanced information technology to link the shipper with its inventory and as an
analytical tool to optimize transportation solutions. This trend favors the
larger, more professionally managed companies that have the resources to support
a sophisticated


                                       4
<PAGE>

information technology infrastructure. By outsourcing all non- core business
services to third party providers, companies can help to control costs,
eliminate staff and focus on internal business.

Operations and systems

      In our brokerage services, we process approximately 2,500 freight orders
per month. Our sales agents in our six regional operating centers and
representatives in fifteen states and Canada receive customers' freight
requirements daily. All agents make appropriate carrier arrangements for the
pick-up and timely delivery of customers' freight.

      In our contract carrier services, we process approximately 400 freight
orders per month. Our sales agents in our five regional operating centers
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.

      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 order entry system. All agents are
integrated live via Internet access to our database and client server-based
system in our Florida corporate headquarters. Orders are entered into a
customized freight order and tracking system, which enables us to monitor the
status of all orders, generate customer billing and provide detailed
transactional reports. 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.

Suppliers

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

Customers

      We strive to establish long-term customer relationships and, by providing
a full range of logistics and supply chain services, we seek to increase our
level of business with each customer. We service customers ranging from Fortune
100 companies to small businesses in a variety of industries. During 2003, 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 sales agents
and independent sales agent / representatives; the opening of new operations
offices; an increase in the number of customers serviced and the expansion of
logistics and supply chain services provided.

      Each operations office markets our full range of supply chain services to
existing customers and pursues new customers within their 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.


                                       5
<PAGE>

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

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

Competition

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

      We generally compete on the basis of price and the range of logistics and
supply chain services offered.

Government regulation

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

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

      If we fail to comply with, or lose, any required licenses, governmental
regulators could assess penalties or issue a cease and desist order against our
operations that are not in compliance. If we expand our services
internationally, we may become subject to international economic and political
risks. Doing business outside the United States subjects us to various risks,
including changing economic and political conditions, major work stoppages,
exchange controls, currency fluctuations, armed conflicts and unexpected changes
in United States and foreign laws relating to tariffs, trade restrictions,
transportation regulations, foreign investments and taxation. Significant
expansion in foreign countries will expose us to increased risk of loss from
foreign currency fluctuations and exchange controls as well as longer accounts
receivable payment cycles. We have no control over most of these risks and may
be unable to anticipate changes in international economic and political
conditions or alter business practices in time to avoid the adverse effect of
any of these changes.


                                       6
<PAGE>

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 $200,000.

Company background

      AutoInfo was organized under the laws of the State of Delaware in 1987. On
February 2, 2000, we filed a disclosure statement and reorganization plan
pursuant to Chapter 11 of Title 11 of the United States Bankruptcy Code.

      On June 22, 2000, we entered into a Merger Agreement with Sunteck, a full
service third party transportation logistics provider, in exchange for, upon
closing, ten million shares of our common stock, which constituted approximately
37% of the proposed outstanding common stock of reorganized AutoInfo under our
Chapter 11 reorganization plan.

      Sunteck, which was formed in 1997, is a full service third party
transportation logistics provider. Its supply chain services include ground
transportation coast-to-coast, local pick up and delivery, warehousing, air
freight and ocean freight. Sunteck has developed strategic alliances with less
than truckload, truckload, air, rail and ocean common carriers to service its
customers' needs.

      On June 27, 2000, our Amended Disclosure Statement and Amended Plan of
Reorganization were approved by the Bankruptcy Court.

      On August 1, 2000, we announced that the Reorganization Plan had been
confirmed and would become effective, without further action by the Court, upon
the closing of the Sunteck merger, which occurred in December 2000.

                                  RISK FACTORS

      In addition to the other information provided in our reports, 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.

Continued expansion of our business operations is uncertain.

      For the year ended December 31, 2003, we increased gross revenues from
$18.9 million to $27.2 million and had net income of $1,300,000 as compared
$340,000 in the prior year. There is no assurance that we will be able to
continue the expansion of our operations.


                                       7
<PAGE>

      Factors that could adversely affect our future operating results include:

            o     the success of Sunteck in continuing the expansion of its
                  business operations; and

            o     changes in general economic conditions.

Control of customer accounts; Dependence on independent commission sales agents.

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

Dependence 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 Sunteck, including our results of operations and
revenue.

Decreased demand for transportation services.

      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 Sunteck's 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 it
is unable to pass through to its customers the full amount of such 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. We currently have limited sales and marketing
capabilities. Our ability to successfully market our services is further
complicated by the fact that our primary markets are highly fragmented.
Consequently, we will need to identify and successfully target particular market
segments in which we believe we will have the most success. These efforts will
require a substantial, but unknown, amount of effort and resources. We cannot
assure you that any marketing and sales efforts undertaken by us 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.


                                       8
<PAGE>

We depend on the continued services of our president.

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

We may have difficulties in managing our growth.

      Our future growth depends, in part, on our ability to implement and expand
our financial control systems and to expand, train and manage our employee base
and provide support to an expanded customer base. If we cannot manage growth
effectively, it could have a material adverse effect on our results of
operations, business and financial condition. Acquisitions and expansion involve
substantial infrastructure and working capital costs. We cannot assure you that
we will be able to integrate our acquisitions and expansions efficiently.
Similarly, we cannot assure you that we will continue to expand or that any
expansion will enhance our profitability. If we do not achieve sufficient
revenue growth to offset increased expenses associated with our expansion, our
results will be 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 Sunteck's business operations and for working capital and
general corporate purposes. Any additional equity financing may be dilutive to
stockholders, and debt financings, if available, 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 Sunteck's operations
may be materially adversely affected.

Our principal stockholders have substantial control over our affairs.

      As of March 17, 2004, our president, Harry Wachtel was our largest
stockholder, owning approximately 29% of the issued and outstanding shares of
our common stock. Further, James T. Martin owns approximately 20% of the issued
and outstanding shares of our common stock. As a result, either Mr. Wachtel or
Mr. Martin 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.


                                       9
<PAGE>

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 17, 2004, our stock closing price has ranged from $0.11 to $0.70. On March
17, 2004, our stock closing price was $0.58.

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

      o     volatility in the trading markets generally;

      o     significant fluctuations in our quarterly operating results; and

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

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

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 4.1 million shares of our
common stock. As a result of the actual or potential sale of these shares into
the market, our common stock price may decrease.

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

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

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

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

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

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


                                       10
<PAGE>

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

      Our common stock is quoted on the OTC Bulletin Board, which provides
significantly less liquidity than a securities exchange (such as the American or
New York Stock Exchange) or an automated quotation system (such as the Nasdaq
National or SmallCap Market). There is uncertainty that we will ever be accepted
for a listing on an automated quotation system or securities exchange.

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

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

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

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

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


                                       11
<PAGE>

Patents, trademarks and copyrights

      "AUTOINFO" is our registered trademark and service mark.

Employees

      As of February 29, 2004, we had 118 full-time employees, independent sales
agents and owner-operators. None of our employees are represented by a labor
union and we believe that our relationship with our employees, agents and
owner-operators is good.

Available Information

      Our website address is www.suntecktransport.com. We are not including the
information contained on our website as part or, or incorporating it by
reference into, this annual report on Form 10-KSB. We make available free of
charge through our website our annual report on Form 10-KSB, quarterly reports
on Form 10-QSB, current reports on Form 8-K, 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.

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

                                   PROPERTIES

      We lease approximately 2,350 square feet of space for our executive
offices and the headquarters of Sunteck at 6413 Congress Avenue, Boca Raton,
Florida. This lease runs through October 2006 and provides for an annual rental
of $23,000 for the twelve months ending October 2004 and $33,000 for each of the
two years ending October 2005 and 2006, respectively. We lease 1,100 square feet
for our operating office at 315 Main Street, Pineville, North Carolina. The
lease runs through February 2005 and provides for an annual rental of $12,000.
We lease 700 square feet for our operating office at 1040 North Halsted Street,
Chicago, Illinois. The lease runs through September 2004 and provides for an
annual rental of $9,600.

                                LEGAL PROCEEDINGS

      We are not a party to any material legal proceedings.

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None


                                       12
<PAGE>

                                     PART II

          MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

          Year Ended December 31, 2003                 High            Low
          ------------------------------------      -----------     -----------

          First quarter                               $0.22            $0.14
          Second quarter                               0.23             0.11
          Third quarter                                0.37             0.17
          Fourth quarter                               0.39             0.23

          Year Ended December 31, 2002                 High            Low
          ------------------------------------      -----------     -----------

          First quarter                               $0.19            $0.06
          Second quarter                               0.17             0.12
          Third quarter                                0.22             0.10
          Fourth quarter                               0.22             0.12

      As of March 17, 2004, the closing bid price per share for our common
stock, as reported on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. was $0.58. As of March 17, 2004, 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.


                                       13
<PAGE>

                      SELECTED CONSOLIDATED FINANCIAL DATA

      The following is a summary of our selected consolidated financial data for
the years ended December 31, 2003, 2002, 2001, 2000 and 1999. The financial data
has been derived from our audited consolidated financial statements and
accompanying notes. This financial data reflects our acquisition of Sunteck in
December 2000, which was accounted for as a pooling of interest. Accordingly,
all periods presented below have been restated to include the accounts and
operations of Sunteck under continuing operations.

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

<TABLE>
<CAPTION>
000's omitted, except for per share data                               Year ended December 31,
                                                 --------------------------------------------------------------------
                                                   2003           2002           2001           2000           1999
                                                 --------       --------       --------       --------       --------
Statement of Operations Data:
-----------------------------------------
<S>                                              <C>            <C>            <C>            <C>            <C>
Gross revenues                                   $ 27,171       $ 18,863       $  8,029       $  3,389       $  3,457

Net revenues (1)                                    5,076          3,368          1,567            835            841

Income (loss) from continuing operations            1,300            340            (15)           (81)            76

Income (loss) from discontinued operations             --             --             --          9,471         (1,109)

Net  income (loss)                               $  1,300       $    340       $    (15)      $  9,390       $ (1,033)

Basic net income (loss) per share (2) (3)
     From continuing operations                  $    .05       $    .01       $   (.00)      $    .00       $    .00
     From discontinued operations                      --             --             --            .51           (.06)
                                                 --------       --------       --------       --------       --------
Net income (loss) per share, basic               $    .05       $    .01       $   (.00)      $    .51       $   (.06)
                                                 --------       --------       --------       --------       --------

Diluted net income (loss) per share (2) (3)
     From continuing operations                  $    .05       $    .01       $   (.00)      $    .00       $    .00
     From discontinued operations                      --             --             --            .48           (.06)
                                                 --------       --------       --------       --------       --------
Net income (loss) per share, diluted             $    .05       $    .01       $   (.00)      $    .48       $   (.06)
                                                 --------       --------       --------       --------       --------
</TABLE>

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

(2)   The common stock equivalents for the year ended December 31, 2003 and 2002
      were 1,434,000 and 635,000 and for the year ended December 31, 2000 were
      1,304,000.

(3)   The common stock equivalents for the years ended December 31, 2001 and
      December 31, 1999 were 30,000 and 745,000. The common stock equivalents
      for these shares were not included in the calculation of diluted income
      (loss) per common share because the effect would have been antidilutive.

<TABLE>
<CAPTION>
000's omitted                                                            As at December 31,
                                                 --------------------------------------------------------------------
                                                   2003           2002           2001           2000           1999
                                                 --------       --------       --------       --------       --------
Balance Sheet Data:
-----------------------------------------
<S>                                              <C>            <C>            <C>            <C>            <C>
Cash and short term investments                  $    133       $    684       $    898       $    941       $  1,072
Accounts receivable                                 4,881          2,996          1,358            720            428
Total assets                                        6,286          3,944          2,458          1,740          1,530
Total liabilities of continuing operations          4,394          3,356          2,215          1,481            500
Liabilities of discontinued operations
    subject to compromise                              --             --             --             --         10,624
Deficit                                           (16,158)       (17,458)       (17,798)       (17,784)       (27,173)
Stockholders' equity (deficiency)                   1,892            588            243            258         (9,594)
</TABLE>


                                       14
<PAGE>

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

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

      Pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this report are advised that this
document contains both statements of historical facts and forward looking
statements. Forward looking statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
indicated by the forward looking statements. Examples of forward looking
statements include, but are not limited to (i) projections of revenues, income
or loss, earnings per share, capital expenditures, dividends, capital structure
and other financial items, (ii) statements of our plans and objectives with
respect to business transactions and enhancement of shareholder value, (iii)
statements of future economic performance, and (iv) statements of assumptions
underlying other statements and statements about our business prospects.

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

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

Overview

      Through our wholly-owned subsidiary, Sunteck Transport Co., Inc.
(Sunteck), we are a non-asset based transportation services company, providing
transportation capacity and related transportation services to shippers
throughout the United States, and to a lesser extent, Canada. Our non-asset
based services include ground transportation coast to coast, local pick up and
delivery, air freight and ocean freight. We have strategic alliances with less
than truckload, truckload, air, rail and ocean common carriers to service our
customers' needs. 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 non-exclusive contractual arrangements with Sunteck 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,
Sunteck operates a transportation services business with revenue of
approximately $27 million during our most recently completed fiscal year.

      Our brokerage services are provided though a network of independent sales
agents. As of March 1, 2004, we had six regional operating centers providing
brokerage services and representatives in 15 states and Canada. Our services
include arranging for the transport of customers' freight from the shippers
location to the designated destination. We do not own any trucking equipment and
rely on independent carriers for the movement of customers' freight. We seek to
establish long-term relationships with our customers and provide a variety of
logistics services and solutions to eliminate inefficiencies in our customers'
supply chain management.

      Our contract carrier services, which commenced in 2003, are also provided
through a network of independent sales agents. We do no own any trucking
equipment and have a network of independent owner-


                                       15
<PAGE>

operators who lease onto our operating authority and transport freight under the
Sunteck name. As of March 1, 2004, we had five regional offices providing
contract carrier services and 43 independent owner-operators.

      The most significant factor in our growth during the past two years has
been the expansion of our brokerage services agent network and, in 2003, the
introduction and expansion of our contract carrier services agent and owner
operator network. This growth is readily measured by the number of transactions
we have processed, which increased from 23,500 in 2002 to 30,800 is 2003, an
increase of 31%. The average revenue dollar per load in our broker division also
increased in 2003 as compared to 2002. This is the result of several factors
including an increase in truckload business verses less than truckload at higher
per load revenues, the addition of sales agents hauling heavy equipment at
higher per load revenues and, to a lesser degree, a general increase in prices.

Results of operations

For the year ended December 31, 2003

      During the year ended December 31, 2003, 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, 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 service 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:

                                                   2003                2002
                                              ---------------     --------------

           Net revenues                            100.0%              100.0%

              Commissions                           58.2%               54.2%
              Operating expenses                    28.6%               31.4%
              Other charges                          2.5%                3.8%
              Income taxes, (benefit)              (14.9)%                .5%

           Net income                               25.6%               10.1%

Revenues

      Gross revenues, consisting of freight fees and other related services
revenue, totaled $27,171,000 for the year ended December 31, 2003, as compared
with $18,863,000 in the prior year, an increase of 44%. Net revenues were
$5,076,000 for the year ended December 31, 2003, as compared with $3,368,000 in
the prior year, an increase of 51%. Gross revenues from brokerage services
increased to $25,106,000 from 18,863,000 and net revenues increased to
$4,685,000 from $3,368,000 in the prior year. This increase is the direct result
of the continued expansion of our agent network and customer base. Gross
revenues from contract carrier services, which we began offering in 2003, were
$2,065,000 and net revenues were 391,000. A significant portion of these
revenues and earnings occurred in the fourth quarter. The total net revenue
growth was 51% as compared with the gross revenue increase of 44% is the result
of higher margins in our contract carrier division and the general mix of
business at higher margins generated by our expanded sales agent base.


                                       16
<PAGE>

Costs and expenses

      Commissions totaled $2,955,000 for the year ended December 31, 2003, as
compared with $1,827,000 in the prior year, an increase of 51%. As a percentage
of net revenues, commissions were 58.2% for the year ended December 31, 2003 as
compared with 54.2% in the prior year. This increase is the direct result of
higher commission rates paid to sales agents related to competition for
attracting new sales agent pursuant to our business expansion model.

      Operating expenses totaled $1,450,000 for the year ended December 31,
2003, as compared with $1,057,000 in the prior year. As a percentage of net
revenues, operating expenses were 28.6% for the year ended December 31, 2003 as
compared with 31.4% in the prior year. This decrease is the direct result of
management's ability to leverage selling, general and administrative expenses in
connection with business expansion. During 2003, we moved our headquarters
increasing our space to 2,350 square feet. We have increased administrative
staff commensurate with the increase in transaction volume. We presently have
adequate facilities and management to handle the present and anticipated
transaction volume in 2004 without significant increase in overhead.

      Investment income, primarily consisting of the gain on the sale of
marketable securities and dividend and interest income, yielded a gain of $6,000
for the year ended December 31, 2003, as compared to $26,000 in the prior year.
This decrease is the direct result of the sale of substantially all marketable
securities during the year ended December 31, 2002.

      Interest expense was $131,000 for the year ended December 31, 2003 as
compared with $154,000 in the prior year. This decrease is primarily the result
of borrowings pursuant to our $1.5 million line of credit, secured in May 2003
at a interest rate of prime + 1/2% and the corresponding repayment in May 2003
of the $500,000 loan at an interest rate of 17%, originated in August 2002.

Income tax

      The income tax benefit of $754,000 for the year ended December 31, 2003
consisted of $784,000 resulting from the anticipated future utilization of an
available federal tax loss carryforward, net of state income taxes of $30,000.
Based upon available objective evidence, including the Company's post-merger
history of profitability, management believes it is more likely than not that
forecasted taxable income will be sufficient to utilize a portion of the net
operating loss carryforward before its expiration in 2014. Accordingly, in 2003
the valuation allowance was reduced by $784,000. Income taxes of $16,000 for the
year ended December 31, 2002 related to the operating results net of the benefit
of the utilization of net operating loss carryforwards.

Net income (loss)

      Net income totaled $1,300,000 for the year ended December 31, 2003, as
compared with $340,000 in the prior year. This increase is the direct result of
the increase in revenues due the continuing expansion of our operations and the
recognition on the deferred tax asset of $784,000.

Trends and uncertainties

      The transportation industry is highly competitive and highly fragmented.
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. 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


                                       17
<PAGE>

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, in 2003, the introduction and expansion of our 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, 2003, we increased gross revenues from
$18.9 million to $27.2 million and had net income of $1,300,000 as compared with
$340,000 in the prior year. As of December 31, 2003, we had an accumulated
deficit of $16.2 million. Factors that could adversely affect our operating
results include:

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

            o     changes in general economic conditions.

      Depending on our ability to generate revenues, we may require additional
funds to expand Sunteck's business operations and for working capital and
general corporate purposes. Any additional equity financing may be dilutive to
stockholders, and debt financings, if available, 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 Sunteck's operations
may be materially adversely affected.

Liquidity and capital resources

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

      At December 31, 2003, we had outstanding $575,000 of convertible
subordinated debentures and $1,046,000 pursuant to our $1,500,000 line of
credit. The debentures are convertible into common stock at the option of the
debenture holder at a conversion price of $0.25 per share and are redeemable, at
the option of the holder, on or after December 31, 2003. In January 2004, these
debentures were converted into 2,300,000 shares of common stock. The line of
credit, obtained from a bank in May 2003, is subject to the maintenance of
certain financial covenants and is secured by accounts receivable and other
operating assets, and matures in May 2004. We believe that we have sufficient
working capital to meet our short-term operating needs and that we will be able
to increase, extend or replace the line of credit on terms acceptable to us.

      At December 31, 2003, we had liquid assets of approximately $133,000.
Available cash is used to reduce borrowings on our line of credit.

      The total amount of debt outstanding as of December 31, 2003 and 2002 was
$1,621,000 and $1,075,000, respectively. The following table presents our debt
instruments and their weighted average interest rates as of December 31, 2003
and 2002, respectively:

<TABLE>
<CAPTION>
                                                         Weighted                          Weighted
                                        Balance        Average Rate        Balance       Average Rate
                                    --------------------------------------------------------------------
                                                  2003                               2002
                                    --------------------------------------------------------------------
<S>                                  <C>                  <C>            <C>                 <C>
       Subordinated Debt             $  575,000           12.0%          $ 575,000           12.0%
       Line of Credit                $1,046,000            4.5           $ 500,000           17.0
</TABLE>

      Inflation and changing prices had no material impact on our revenues or
the results of operations for the year ended December 31, 2003.


                                       18
<PAGE>

      In January 2004, we sold 1,333,333 shares of our common stock for gross
cash proceeds of $442,000. Simultaneously, in a related transaction, our 12%
convertible debentures were converted into 2,300,000 shares of common stock. The
result of these transactions was an increase in cash of $442,000, a decrease in
debt of $575,000 and an increase in equity of $1,017,000. The cash proceeds of
$442,000 were used to reduce the outstanding balance under our line of credit.

Critical Accounting Policies

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

      In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
(SAB 101). SAB 101, as amended, summarizes some of the SEC's views in applying
accounting principles generally accepted in the United States of America (GAAP)
to revenue recognition in the financial statements. We believe our revenue
recognition policy is appropriate and in accordance with GAAP and SAB 101.

      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.

Income Taxes

      The deferred tax asset represents expected future tax savings resulting
from our net operating loss carryforward. As of December 31, 2003, we had a net
operating loss carryforward of approximately $17.5 million for federal income
tax purposes which expire through 2014. Utilization of this benefit is primarily
subject to the extent of our future earnings, and may be limited by, among other
things, shareholder changes, including the possible issuance by the of
additional shares in one or more financing or acquisition transactions. We have
established a valuation allowance for the portion of possible tax savings not
likely to be realized by the end of the carryforward period.

Provision For Doubtful Accounts

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


                                       19
<PAGE>

Recently Issued Accounting Pronouncements

      In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities" (SFAS 149), which amends
SFAS 133 to provide clarification on the financial accounting and reporting of
derivative instruments and hedging activities and requires that contracts with
similar characteristics be accounted for on a comparable basis.

      In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity",
which establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity and
requires that such instruments be classified as liabilities.

      Adoption of these statements did not have a material impact on our
financial position or results of operations.

Off-balance sheet arrangements

      We do not have any off-balance sheet arrangements.

                              FINANCIAL STATEMENTS

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

                        CHANGES IN AND DISAGREEMENTS WITH
               ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

      None.

                             CONTROLS AND PROCEDURES

      The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of the end of the period covered by this
report. Based on that evaluation, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of such period, the
Company's disclosure controls and procedures are effective.

      There have not been any changes in the Company's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the Company's fiscal fourth quarter that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

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. The Code of Ethics for the Company's CEO and CFO is
filed as Exhibit 14 to this report.


                                       20
<PAGE>

                                    PART III

                        DIRECTORS AND EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
Name                          Age        Position
----                          ---        --------
<S>                           <C>        <C>
Peter C. Einselen             64         Director
Thomas C. Robertson           58         Director
Harry Wachtel                 45         President, chief executive officer and director
Mark Weiss                    44         National account executive and director
William Wunderlich            56         Chief financial officer
</TABLE>

      PETER C. EINSELEN has been a director since January 1999. Mr. Einselen has
served as senior vice president of Anderson & Strudwick, a brokerage firm, since
1990. 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 2003 and was president, chief financial
officer and a director from 1988 to 2003 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. From
1990 to 1991 he served as president of Guaranteed Federal Financial, a mortgage
origination company.

      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. From 1982 to 1994 he was president of
The Picture Place Ltd. Inc., a retailer and wholesaler of photographic, video
and art equipment and supplies. Mr. Weiss is the brother-in-law of Mr.
Wunderlich, our executive vice president and chief financial officer of the
Company.

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

Director Compensation

      We do not pay any directors' fees. Directors are reimbursed for the costs
relating to attending board and committee meetings. During 2003, each
non-employee director was granted options to purchase a total of 77,500 shares
of our common stock at prices ranging from $0.11 to $0.24 per share, the fair
market value on the date of grant.


                                       21
<PAGE>

Committees of the Board of Directors

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

Audit Committee Matters

      Under its charter, the Audit Committee must pre-approve all engagements of
our independent auditor unless an exception to such pre-approval exists under
the Securities Exchange Act of 1934 or the rules of the Securities and Exchange
Commission. 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-KSB. 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 Securities and Exchange
Commission 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 Commission's rules.

      The Board has determined that the Chairman of the Audit Committee, Mr.
Robertson, is an "audit committee financial expert," as that term is defined in
Item 401(e) of Regulation B, and "independent" for purposes of current and
recently-adopted Nasdaq listing standards and Section 10A(m)(3) of the
Securities Exchange Act of 1934.


                                       22
<PAGE>

                             EXECUTIVE COMPENSATION

      Summary compensation. The following table sets forth certain information
concerning compensation paid for services in all capacities awarded to, earned
by or paid to our chief executive officer and the other most highly compensated
executive officers during 2003, 2002 and 2001 whose aggregate compensation
exceeded $100,000 (Named Executive Officers).

<TABLE>
<CAPTION>
                                                                                                           All other
Name and principal position                                 Salary                 Bonus                 compensation
----------------------------------------------------    ----------------    --------------------    ------------------------
<S>                                                       <C>                     <C>                         <C>
Harry Wachtel
President and chief executive officer
    2003........................................          $ 175,000               $51,531                     --
    2002........................................          $ 175,000               $13,035                     --
    2001........................................          $  75,000(1)                 --                     --

William Wunderlich
Executive vice president and chief financial
    officer
    2003........................................          $  93,750               $55,281                     --
    2002........................................          $  75,000               $28,035                     --
    2001........................................          $  75,000                    --                     --

Mark Weiss
National account executive
    2003........................................          $ 118,592                    --                     --
    2002........................................          $ 127,836                    --                     --
    2001........................................          $ 131,663                    --                     --
</TABLE>

----------
(1)   For the year ended December 31, 2001, Mr. Wachtel waived $100,000 of his
      minimum salary.

Option grants during the year ended December 31, 2003

      Our Compensation Committee did not grant any options to the named
executives during the year ended December 31, 2003. During 2003, non-employee
directors were granted options to purchase a total of 155,000 shares of our
common stock at prices ranging from $0.11 to $0.24 per share, the fair market
value on the date of grant. During 2001, non-employee directors were granted
options to purchase a total of 30,000 shares of our common stock at $0.05 per
share, the fair market value on the date of grant.

      Option exercises and year-end option values. The following table provides
information with respect to options exercised by the Named Executive Officers
during 2003 and the number and value of unexercised options held by the Named
Executive Officers as of December 31, 2003.

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

<TABLE>
<CAPTION>
                                                                  Number of Shares Underlying           Value of Unexercised In-the-
                                                                 Unexercised Options at Fiscal            Money Options At Fiscal
                                                                          Year-End                             Year-End (2)
                                                                 -----------------------------         ----------------------------
                       Shares Acquired
Name                   on Exercise (#)    Value Realized (1)     Exercisable     Unexercisable         Exercisable    Unexercisable
----                   ---------------    ------------------     -----------     -------------         -----------    -------------
<S>                        <C>                 <C>                  <C>                <C>               <C>                <C>
Harry Wachtel                  --                  --                    --            --                      --           --
Mark Weiss                     --                  --                    --            --                      --           --
William Wunderlich         35,000              $4,620               810,000             0                $153,900           $0
</TABLE>

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

(2)   For the purposes of this calculation, value is based upon the difference
      between the exercise price of the exercisable and unexercisable options
      and the stock price at December 31, 2003 of $0.29 per share.


                                       23
<PAGE>

                      Equity Compensation Plan Information
                          Year Ended December 31, 2003

<TABLE>
<CAPTION>
                                                                                              Number of securities
                                                                                             remaining available for
                                          Number of securities       Weighted-average         future issuance under
                                           to be issued upon         exercise price of         equity compensation
                                              exercise of               outstanding             plans (excluding
                                          outstanding options,       options, warrants       securities reflected in
           Plan Category                  warrants and rights           and rights                 column (a))
-------------------------------------    -----------------------    --------------------    --------------------------
                                                  (a)                       (b)
<S>                                            <C>                         <C>                      <C>
Equity compensation plans
   approved by security holders
   (1985, 1986, 1989, 1992,
   1997, 1999 and 2003 Stock
   Option Plans).................              4,095,256                   $0.15                    2,129,744
Equity compensation plans not
   approved by security
   holders(1)....................                  --                        --                         --
                                         =======================    ====================    ==========================

Total............................              4,095,256                   $0.15                    2,129,744
                                         =======================    ====================    ==========================
</TABLE>

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

Employment Agreements

      In December 2000, we entered into employment agreements with Messrs.
Wachtel and Wunderlich providing for their employment, as our chief executive
officer and chief financial officer, respectively, for terms expiring, as
modified in April 2003, on March 31, 2006 subject to automatic one-year renewals
unless either party gives written notice ninety days prior to the end of the
then current term of the agreement. The agreements provide for annual base
salaries of $175,000 and $75,000, respectively, and for participation in all
executive benefit plans. As of April 1, 2003, Mr. Wunderlich's base salary was
increased to $100,000. Each of Mr. Wachtel's and Mr. Wunderlich's agreements
provide that they will each be entitled to a bonus equal to 10% of our
consolidated pre-tax profit from $100,000 to $1,250,000. Further, the Mr.
Wachtel's agreement provides, among other things, that, if employment is
terminated without cause (as defined) or if he terminates his employment for
good reason (as defined) or within six months after a change of control (as
defined), we will pay him an amount equal to his respective current base salary
plus the average incentive compensation due to him during the remaining term of
the agreement.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table, together with the accompanying footnotes, sets forth
information, as of March 17, 2004, 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 Securities and Exchange Commission, 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.


                                       24
<PAGE>

<TABLE>
<CAPTION>
                Name of                       Shares of Common Stock         Percentage
          Beneficial Owner (1)                  Beneficially Owned          Of Ownership
          --------------------                  ------------------          ------------
<S>                                               <C>                           <C>
(i) Directors and Executive Officers
Harry Wachtel                                      8,970,000 (2)                28.8%
Thomas C. Robertson                                  165,000 (3)                 *
Peter C. Einselen                                    335,000 (3)                 1.1%
Mark Weiss                                         1,000,000 (5)                 3.2%
William I. Wunderlich                              1,665,000 (4)(6)              5.2%
All executive officers and directors as
a group (5 persons)                               10,385,000 (7)                32.3%

(ii) 5% Stockholders
James T. Martin                                    6,270,000                    20.2%
Kinderhook Partners                                3,788,333                    12.2%
</TABLE>

----------
*     Less than 1%

(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 and Mr.
      Wunderlich is c/o AutoInfo, Inc., 6413 Congress Avenue, Suite 240, Boca
      Raton, FL 33487. The address for Mr. Martin is c/o Bermuda Trust Company,
      Compass Point Road, 9 Bermudian Road, Hamilton HM11, Bermuda.

(2)   Includes 1,750,000 shares with respect to which Mr. Wachtel has been
      granted voting rights pursuant to voting proxy agreements.

(3)   Includes 105,000 shares issuable upon the exercise of stock options.

(4)   Includes 810,000 shares issuable upon the exercise of stock options.

(5)   Includes 1,000,000 with respect to which Mr. Weiss has granted voting
      rights to Mr. Wachtel pursuant to a voting proxy agreement. Mr. Weiss
      retains full control over the disposition of these shares.

(6)   Includes 750,000 with respect to which Mr. Wunderlich has granted voting
      rights to Mr. Wachtel pursuant to a voting proxy agreement. Mr. Wunderlich
      retains full control over the disposition of these shares.

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

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 Securities and Exchange Commission (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.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In August 2002, we entered into a $500,000 line of credit agreement with
James T. Martin, a significant stockholder, secured by our accounts receivable,
which expired in August 2003. Interest on the outstanding borrowings was 17% per
annum, payable quarterly in arrears. This line of credit was repaid in full in
May 2003. Interest of $35,000 and $85,000 was charged to operations in 2003 and
2002, respectively.

      In December 2001, we lent $100,000 to the father-in-law of Harry Wachtel,
our president. This loan bears interest at 4% per annum and is due in December
2006. This loan was repaid in March 2004.

      In December 2000, the Company obtained financing totaling $575,000 from
certain related parties in the form of ten year 12% subordinated convertible
debentures. The debentures are convertible into common stock at the option of
the debenture holder at a conversion price of $0.25 per share and are
redeemable, at the option of the holder, on or after December 31, 2003. Interest
of $69,000 was charged to operations in each of 2003 and 2002. In January 2004,
these debentures were converted into 2,300,000 shares of common stock.


                                       25
<PAGE>

                        EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

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

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

No. 4A            Specimen Stock Certificate. (2)

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

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

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

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

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

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

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

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

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

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

No. 10K           Amendment to Employment Agreement between AutoInfo, Inc. and
                  Harry M. Wachtel dated as of April 1, 2003.*

No. 10L           Amendment to Employment Agreement between AutoInfo, Inc. and
                  William Wunderlich dated April 1, 2003.*

No. 10M           Stock Purchase Agreement between AutoInfo, Inc and Kinderhook
                  Partners, LP dated January 21, 2004.*

No. 14A           Code of Ethics.*

No. 21A           Subsidiaries of the Registrant. (9)

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

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


                                       26
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

Reports on Form 8-K

None.

                     PRINCIPAL ACCOUNTING FEES AND SERVICES

                                      2003         2002
                                    -------      -------
Audit fees                          $46,570      $43,015
Audit related fees                       --           --
Tax fees                                 --           --
All other fees                           --           --
       Total fees                   $46,570      $43,015
                                    -------      -------


                                       27
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d), the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
March 25, 2004 on its behalf by the undersigned, thereunto duly authorized.

                                   AutoInfo, Inc.


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

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

<TABLE>
<S>                                         <C>                                           <C>
/s/ Harry M. Wachtel
-------------------------------------
Harry M. Wachtel                            President, Chief Executive Officer and        March 25, 2004
                                                   Chairman of the Board
                                                (Principal Executive Officer)

/s/ William I. Wunderlich
-------------------------------------
William I. Wunderlich                       Chief Financial Officer                       March 25, 2004
                                                (Principal Accounting Officer)

/s/ Mark Weiss
-------------------------------------
Mark Weiss                                  Director                                      March 25, 2004

/s/ Peter C. Einselen
-------------------------------------
Peter C. Einselen                           Director                                      March 25, 2004

/s/ Thomas C. Robertson
-------------------------------------
Thomas C. Robertson                         Director                                      March 24, 2004
</TABLE>


                                       28
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Public Accountants                                   F-2

Consolidated Balance Sheets as of December 31, 2003 and 2002               F-3

Consolidated Statements of Income for the Years Ended
         December 31, 2003 and 2002                                        F-4

Consolidated Statements of Stockholders' Equity for the Years Ended
         December 31, 2003 and 2002                                        F-5

Consolidated Statements of Cash Flows
         for the Years Ended December 31, 2003 and 2002                    F-6

Notes to Consolidated Financial Statements                                 F-7

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


                                      F-1
<PAGE>

                          Independent Auditors' Report

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

We have audited the accompanying consolidated balance sheets of AutoInfo, Inc.
and Subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of income, stockholders' equity, and cash flows for the years then
ended. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AutoInfo, Inc. and Subsidiaries
as of December 31, 2003 and 2002 and the results of their operations and their
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

February 13, 2004
Shelton, Connecticut


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


                                      F-2
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                  ASSETS (Note 2)
                                                                              December 31
                                                                    -------------------------------
                                                                        2003               2002
                                                                    ------------       ------------
<S>                                                                 <C>                <C>
Current assets:
   Cash and cash equivalents                                        $    133,000       $    684,000
   Accounts receivable, net of allowance for doubtful accounts
      of $60,000                                                       4,881,000          2,996,000
   Other current assets                                                  292,000             74,000
   Loan receivable (Note 3)                                              100,000            100,000
   Deferred income taxes  (Note 4)                                       248,000                 --
                                                                    ------------       ------------

Total current assets                                                   5,654,000          3,854,000

Fixed assets, net of depreciation                                         71,000             67,000

Deferred income taxes (Note 4)                                           536,000                 --

Other assets                                                              25,000             23,000
                                                                    ------------       ------------

                                                                    $  6,286,000       $  3,944,000
                                                                    ============       ============

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Loan payable (Note 2)                                            $  1,046,000       $    500,000
   Convertible subordinated debentures (Note 2)                          575,000            575,000
   Accounts payable and accrued liabilities                            2,773,000          2,281,000
                                                                    ------------       ------------

Total current liabilities                                              4,394,000          3,356,000
                                                                    ------------       ------------

Commitments and Contingencies (Note 5)

Stockholders' equity : (Note 6)
  Common Stock - authorized 100,000,000 shares, $.001 par
    value; issue and outstanding 27,382,923 and 27,347,923 as
    of December 31, 2003 and 2002, respectively                           27,000             27,000
  Additional paid-in capital                                          18,023,000         18,019,000
  Deficit                                                            (16,158,000)       (17,458,000)
                                                                    ------------       ------------

  Total stockholders' equity                                           1,892,000            588,000
                                                                    ------------       ------------

                                                                    $  6,286,000       $  3,944,000
                                                                    ============       ============
</TABLE>

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


                                      F-3
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                            For The Years Ended December 31,
                                            --------------------------------
                                                2003               2002
                                            ------------       ------------

Gross revenues                              $ 27,171,000       $ 18,863,000
Cost of transportation                        22,095,000         15,495,000
                                            ------------       ------------

Net revenues                                   5,076,000          3,368,000
                                            ------------       ------------

Commissions                                    2,955,000          1,827,000
Operating expenses                             1,450,000          1,057,000
                                            ------------       ------------
                                               4,405,000          2,884,000
                                            ------------       ------------

Income from operations                           671,000            484,000
                                            ------------       ------------

Other charges (credits):
   Investment income                              (6,000)           (26,000)
   Interest expense                              131,000            154,000
                                            ------------       ------------
                                                 125,000            128,000
                                            ------------       ------------

Income before income taxes                       546,000            356,000
Income taxes (benefit) (Note 4)                 (754,000)            16,000
                                            ------------       ------------

Net income                                     1,300,000            340,000
                                            ============       ============

Basic and diluted net income per share      $        .05       $        .01
                                            ============       ============

Weighted average number of common and
   common equivalent shares                   28,789,000         27,940,000
                                            ============       ============

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


                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                 Shares of
                                  Common                     Additional
                                  Stock         Common       Paid - In
                               Outstanding       Stock         Capital           Deficit
                               -----------       -----         -------           -------
<S>                             <C>             <C>          <C>              <C>
Balance, January 1, 2002        27,298,000      $27,000      $18,014,000      $(17,798,000)

Exercise of stock options           50,000           --            5,000

Net income                                                                         340,000
                                ----------      -------      -----------      ------------

Balance, December 31, 2002      27,348,000       27,000       18,019,000       (17,458,000)

Exercise of stock options           35,000           --            4,000

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

Balance, December 31, 2003      27,383,000      $27,000      $18,023,000      $(16,158,000)
                                ==========      =======      ===========      ============
</TABLE>

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


                                      F-5
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                 For The Years Ended December 31,
                                                 --------------------------------
                                                      2003              2002
                                                  -----------       -----------
<S>                                               <C>               <C>
Cash flows from operating activities:
  Net income                                      $ 1,300,000       $   340,000
  Adjustments to reconcile net income to net
    cash used in  operating activities:
      Depreciation and amortization expenses           38,000            18,000
      Deferred income taxes                          (784,000)               --

Changes in assets and liabilities:
    Accounts receivable, net                       (1,885,000)       (1,638,000)
    Other current assets                             (218,000)           (9,000)
    Other assets                                       (2,000)          (23,000)
    Accounts payable and accrued liabilities          492,000         1,141,000
                                                  -----------       -----------

Net cash used in operating activities              (1,059,000)         (171,000)
                                                  -----------       -----------

Cash flows from investing activities:
    Capital expenditures                              (42,000)          (48,000)
    Redemption of short-term investments                   --            13,000
                                                  -----------       -----------

Net cash used in investing activities                 (42,000)          (35,000)
                                                  -----------       -----------

Cash flows from financing activities:
    Exercise of stock options                           4,000             5,000
    Increase in  borrowings, net                      546,000                --
                                                  -----------       -----------

Net cash  provided by  financing activities           550,000             5,000
                                                  -----------       -----------

Net change in cash and cash equivalents              (551,000)         (201,000)
Cash and cash equivalents, beginning of year          684,000           885,000
                                                  -----------       -----------

Cash and cash equivalents, end of year            $   133,000       $   684,000
                                                  ===========       ===========
</TABLE>

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


                                      F-6
<PAGE>

                         AUTOINFO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 and 2002

Note 1 - Business and Summary of Significant Accounting Policies

Business

      Through our wholly-owned subsidiary, Sunteck Transport Co., Inc.
(Sunteck), we are a non-asset based transportation services company, providing
transportation capacity and related transportation services to shippers
throughout the United States, and to a lesser extent, Canada. Our non-asset
based services include ground transportation coast to coast, local pick up and
delivery, air freight and ocean freight. We have strategic alliances with less
than truckload, truckload, air, rail and ocean common carriers to service our
customers' needs. 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 the Company. The independent commissioned sales agents typically
enter into non-exclusive contractual arrangements with Sunteck 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 our contract carrier
license, air cargo carriers and railroads. Through this network of agents and
capacity providers, Sunteck operates a transportation services business with
revenue of approximately $27 million during our most recently completed fiscal
year.

      Our brokerage services are provided though a network of independent sales
agents. As of March 1, 2004, we had six regional operating centers providing
brokerage services and representatives in 15 states and Canada. Our services
include arranging for the transport of customers' freight from the shippers
location to the designated destination. We do not own any trucking equipment and
rely on independent carriers for the movement of customers' freight. We seek to
establish long-term relationships with our customers and provide a variety of
logistics services and solutions to eliminate inefficiencies in our customers'
supply chain management.

      Our contract carrier services, which commenced in 2003, are also provided
through a network of independent sales agents. We do not own any trucking
equipment and have a network of independent owner-operators who lease onto our
operating authority and transport freight under the Sunteck name. As of March 1,
2004, we had five regional offices providing contract carrier services and 43
independent owner-operators.

Summary of Significant Accounting Policies

Basis of Presentation

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


                                      F-7
<PAGE>

Principles of Consolidation

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

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 pick up 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.

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.

Cash and Cash Equivalents

      Cash and cash equivalents consist of cash in banks and investments in
short-term, highly liquid securities having original maturities of three months
or less. From time to time, the Company has on deposit at financial institutions
cash balances which exceed federal deposit insurance limitations. The Company
has not experienced any losses in such accounts and believes it is not exposed
to any significant credit risk on cash and cash equivalents.

Fixed Assets

      Fixed assets as of December 31, 2003 and 2002, consisting predominantly of
furniture, fixtures and equipment, 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.

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 1,434,000 and 633,000 for the year ended December 31, 2003 and
2002, respectively.


                                      F-8
<PAGE>

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.

Income Taxes

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

Stock-Based Compensation

      The Company has adopted Statement of Financial Accounting Standards No.
123, "Accounting for Stock Based Compensation" (SFAS 123). As permitted by SFAS
123, the Company has chosen to continue to apply Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and,
accordingly, no compensation cost has been recognized for stock options in the
financial statements.

New Accounting Pronouncements

      In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities" (SFAS 149), which amends
SFAS 133 to provide clarification on the financial accounting and reporting of
derivative instruments and hedging activities and requires that contracts with
similar characteristics be accounted for on a comparable basis.

      In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity",
which establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity and
requires that such instruments be classified as liabilities.

      Adoption of these statements did not have a material impact on the
Company's financial position or results of operations.

Reclassifications

      Certain December 31, 2002 balances have been reclassified to conform with
the December 31, 2003 presentation.


                                      F-9
<PAGE>

Note 2 - Debt

Loan Payable

      In May 2003, the Company entered into a $1.5 million Line of Credit,
expiring in May 2004, with a commercial lending institution, secured by
substantially all assets of the Company. The line provides for interest at the
prime rate plus 1/2% and the maintenance of certain financial covenants.
Interest of $27,000 was charged to operations in 2003.

      In August 2002, the Company entered into a $500,000 Line of Credit
Agreement with James T. Martin, a significant stockholder of the Company,
secured by the Company's accounts receivable, which expires in August 2003.
Interest on the outstanding borrowings was 17% per annum, payable quarterly in
arrears. This credit facility was repaid in full in May 2003. Interest of
$35,000 and $85,000 was charged to operations in 2003 and 2002, respectively.

Convertible Subordinated Debentures

      In December 2000, the Company obtained financing totaling $575,000 from
certain related parties in the form of ten year 12% Subordinated Convertible
Debentures (Debentures). The Debentures are convertible into the common stock of
the Company at the option of the debenture holder at a conversion price of $0.25
per share and are redeemable, at the option of the holder, on or after December
31, 2003. Interest of $69,000 was charged to operations in each of 2003 and
2002. In January 2004, these debentures were converted into 2,300,000 shares of
common stock. See Note 10.

Note 3 - Loan Receivable

      In December 2001, the Company made a loan of $100,000 to the father-in-law
of Harry Wachtel, the president of the Company. This loan bears interest at 4%
per annum and was repaid in full in March 2004.

Note 4- Income Taxes

      For the years ended December 31, 2003 and 2002, the provision for income
taxes consisted of the following:

                                                  2003             2002
                                               ---------        ---------

      Federal                                  $ 175,000        $ 114,000
      State                                       30,000           16,000
                                               ---------        ---------
                                                 205,000          130,000
      Deferred tax benefit                      (175,000)        (114,000)
      Change in valuation allowance             (784,000)              --
                                               ---------        ---------
      Income tax (benefit)                     $(754,000)       $  16,000
                                               =========        =========


                                      F-10
<PAGE>

      The following table reconciles the Company's effective income tax rate on
income from operations to the Federal Statutory Rate for the years ended
December 31, 2003 and 2002.

                                                          2003          2002
                                                         ------        ------
      Federal Statutory Rate                               34.0%         34.0%

      State income taxes, net of federal benefit            3.6           4.5

      Effect of:
         Utilization of operating loss carryforward       (34.0)        (34.0)
         Change in valuation allowance                   (141.6)           --
                                                         ------        ------
                                                         (138.0)%         4.5%
                                                         ======        ======

      Deferred taxes are comprised of the following at December 31, 2003 and
2002:

                                                December 31,      December 31,
                                                    2003              2002
                                                -----------       -----------
      Deferred tax assets:
           Net operating loss carryforward      $ 5,926,000       $ 6,101,000
                                                -----------       -----------

      Gross  deferred tax assets                  5,926,000         6,101,000
      Less: valuation allowance                  (5,142,000)       (6,101,000)
                                                -----------       -----------

      Deferred tax asset                        $   784,000       $        --
                                                ===========       ===========

      The deferred tax asset represents expected future tax savings resulting
from the Company's net operating loss carryforward. As of December 31, 2003, the
Company has a net operating loss carryforward of approximately $17.5 million for
federal income tax purposes which expire through 2014. Utilization of this
benefit is primarily subject to the extent of future earning of the Company, and
may be limited by, among other things, shareholder changes, including the
possible issuance by the Company of additional shares in one or more financing
or acquisition transactions. The Company has established a valuation allowance
for the portion of the possible tax savings not likely to be realized by the end
of the carryforward period.

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

Note 5 - Commitments and Contingencies

Leases

      The Company is obligated under non-cancelable operating leases for
premises expiring at various dates through October 2006. Future minimum lease
payments are $45,000, $35,000 and $25,000 for the


                                      F-11
<PAGE>

years ended December 31, 2004, 2005 and 2006, respectively. Rent expense for the
years ended December 31, 2003 and 2002 was $53,000 and $77,000, respectively.

Other Agreements

      The Company has employment agreements with Messrs. Wachtel, the president,
and Wunderlich, the executive vice president and chief financial officer of the
Company, who are also stockholders. The agreements expire in March 2006 and
provide for minimum annual compensation of $175,000 and $100,000, and bonuses
equal to 10% of the Company's consolidated pre-tax profit from $100,000 to
$1,250,000, respectively. Bonus payments to Messrs. Wachtel and Wunderlich were
$51,531 and $55,281 for the year ended December 31, 2003 and $13,035 and $28,035
for the year ended December 31, 2002, respectively.

Litigation

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

Note 6 - Stockholders' Equity

Stock Option Plans

      The Company has seven stock option plans, its 1985, 1986, 1989, 1992,
1997, 1999 and 2003 Plan (collectively, the Plans). Pursuant to the Plans, a
total of 7,842,500 shares of Common Stock were made available for grant of stock
options. Under the Plans, options have been granted to key personnel for terms
of up to ten years at not less than fair value of the shares at the dates of
grant and are exercisable in whole or in part at stated times commencing one
year after the date of grant. No further grants will be made under the 1985,
1986, 1989 or 1992 Plans. At December 31, 2003, options to purchase 4,095,000
shares of common stock were outstanding under the Plans.

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

      Option activity for the years ended December 31, 2003 and 2002 was as
follows:

<TABLE>
<CAPTION>
                                                          Granted                               Exercisable
                                             -----------------------------------     ----------------------------------
                                                                  Weighted                                Weighted
                                               Number of           Average             Number of           Average
                                                 Shares         Exercise Price           Shares        Exercise Price
                                             --------------    -----------------     ---------------   ----------------
<S>                                               <C>            <C>                       <C>           <C>
Outstanding at December 31, 2001                  1,461,000                  .10
Forfeited during the year                           (86,000)                 .08
Exercised during the year                           (50,000)                 .10
Granted during the year                           1,258,000                  .13
                                             --------------      ---------------

Outstanding at December 31, 2002                  2,583,000                  .11           1,005,000     $          .09
                                                                                     ---------------     --------------
Forfeited during the year                          (222,000)                 .10
Exercised during the year                           (35,000)                 .10
Granted during the year                           1,769,000                  .20
                                             --------------      ---------------

Outstanding December 31, 2003                     4,095,000      $           .15           1,802,000     $          .10
                                             --------------      ---------------     ---------------     --------------

    Weighted average fair value of options granted:
                        2003                                                   $  .20
                        2002                                                   $  .13
</TABLE>


                                      F-12
<PAGE>

Note 7 - Fair Value of Financial Instruments

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

      Cash, accounts receivable, loans receivable, accounts payable and accrued
liabilities, loans payable and convertible subordinated debentures are carried
at amounts which reasonably approximate fair value.

Note 8 - Quarterly Results of Operations (Unaudited)

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

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

      Basic and diluted per share data:
                                             ----------      ----------      ----------      ----------
      Net income                             $     .003      $     .004      $     .006      $     .032
                                             ==========      ==========      ==========      ==========

<CAPTION>
                                                            Year Ended December 31, 2002
                                                                   Quarter Ended
                                             ----------------------------------------------------------
                                               Mar 31          June 30         Sep 30          Dec 31
                                             ----------      ----------      ----------      ----------
<S>                                          <C>             <C>             <C>             <C>
      Gross revenues                         $3,560,000      $4,743,000      $5,412,000      $5,148,000
                                             ----------      ----------      ----------      ----------

                                             ----------      ----------      ----------      ----------
      Net income                             $   65,000      $   83,000      $  107,000      $   85,000
                                             ==========      ==========      ==========      ==========

      Basic and diluted per share data:
      Net income                             $     .002      $     .003      $     .004      $     .003
                                             ==========      ==========      ==========      ==========
</TABLE>


                                      F-13
<PAGE>

Note 9 - Supplemental Disclosure of Cash Flow Information

Cash paid for interest in 2003 and 2002 was $131,000 and $147,000, respectively.

The Company paid no income taxes in 2003 and 2002

Note 10 - Subsequent Event

In January 2004, the Company sold 1,333,333 shares of common stock to Kinderhook
Partners, LP in a private transaction. In a simultaneous transaction, Kinderhook
Partners acquired all of the Company's 12% Convertible Subordinated Debentures
and immediately converted these debentures into 2,300,000 shares of common
stock.

The following Pro-Forma Balance Sheet gives effect to these transactions as of
December 31, 2003:

                                As Stated    Transaction Effect    ProForma

Total current assets            $5,654,000      $   442,000       $6,096,000

Total other assets                 632,000                           632,000
                                ----------      -----------       ----------

                                $6,286,000      $   442,000       $6,728,000
                                ----------      -----------       ----------

Total current liabilities       $4,394,000      $  (575,000)      $3,819,000

Total stockholders' equity      $1,892,000      $ 1,017,000       $2,909,000
                                ----------      -----------       ----------

                                $6,286,000      $   442,000       $6,728,000
                                ----------      -----------       ----------


                                      F-14